Common use of Application of Prepayments Clause in Contracts

Application of Prepayments. 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 such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). 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, 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 made without reduction to the Revolving Commitments.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Administrative Borrower Borrowers shall select the Term Borrowing or Term Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d2.10(h), subject to the provisions of this Section 2.10(c2.10(g). Any mandatory prepayments of Term Loans pursuant to this Section 2.10 shall be applied to 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. Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Term Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Term Loans, and, second, any . Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving 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 is equal to the amount of such outstanding ABR Term 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 Term Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving 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 until such Excess Amount shall have been used in full to repay such Loans; Term Loans and (ii) at any time while an Event of 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 Term 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 made without reduction to the Revolving Commitments.

Application of Prepayments. (i) 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 such prepayment pursuant to Section 2.10(d2.10(f), subject to the provisions of this Section 2.10(c2.10(e). 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, Borrower shall select Term Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated between the Tranche A Loans and Tranche B Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. Any prepayments of Term Borrowings pursuant to Section 2.10(c) or (d) shall be applied to reduce scheduled prepayments required under Section 2.09(a) on a pro rata basis among the prepayments remaining to be made on each other Term Loan Repayment Date. (ii) 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, and, second, any respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term 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 (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 BorrowersBorrower, the Excess Amount balance of such required prepayment 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 made without reduction to the Revolving Commitments.

Application of Prepayments. Mandatory prepayments shall be applied to the Revolving Loans outstanding, without any reduction of the Revolving Commitments. 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 such prepayment pursuant to Section 2.10(d2.10(e), subject to the provisions of this Section 2.10(c2.10(d). Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Loans shall be applied, as applicable, applied first to reduce outstanding ABR Revolving Loans, and, second, any . 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 BorrowersBorrower, 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; Loans and (ii) at any time while an Event of 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 such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments.

Application of Prepayments. Prior (i) Each payment of principal of the Loans shall be applied first to any optional or mandatory prepayment hereunder, outstanding Swingline Loans until the Administrative Borrower Swingline Loans shall select have been repaid in full and then to Revolving Loans. (ii) Each payment of principal of the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Loans shall be applied, as applicable, first applied ratably to reduce outstanding ABR the respective Revolving Loans, and, second, any amounts remaining after each such application Loans of all Lenders. (iii) Each payment of principal of the Revolving Loans pursuant to subsection (b) above 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 up to the full amount thereof and then to outstanding LIBOR Loans. (iv) Each payment of principal of LIBOR Loans shall be immediately prepaid and, at made together with interest accrued and unpaid on the election of the Borrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory amount repaid to the Collateral Agent and applied to the prepayment date of Eurodollar Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving Loans; provided that payment. (iv) 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 So long as no Event of Default has occurred and is continuing, if subsection (b) would otherwise require prepayment of LIBOR Loans or portions thereof prior to the last day of the then current Interest Period therefor, each such prepayment may, if the Borrowers so elect by notice to the Administrative Agent mayAgent, and upon written direction from be deferred to such last day of the Required Lenders shallrelated Interest Period. In the event of a deferral pursuant to this subsection, apply any or all proceeds then cash in the amount of the required prepayment shall be deposited in the Cash Collateral Account on deposit the date the required prepayment would otherwise have been required for application on the deferred payment date unless the Borrowers would have been able, had the required prepayment been made, to reborrow that amount consistent with Section 4.01. Any amounts deposited in the Cash Collateral Account pursuant to the payment previous sentence but not yet applied to repay a LIBOR Loan shall be released to the Borrowers on any date prior to the last day of the then current Interest Period if on such Loans in an date (A) the Borrowers are able to reborrow the amount equal to such Excess Amount consistent with Section 4.01 or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction to the Revolving CommitmentsTotal Outstandings are zero.

Application of Prepayments. Prior Subject to the terms of the ABL Intercreditor Agreement, 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 such prepayment prepayments pursuant to Section 2.10(d1.8(c), subject to the provisions of this Section 2.10(c). 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, and, second, any amounts remaining after each such application 1.8(d) or 1.8(e) shall be applied to prepay Eurodollar Revolving the Initial Loans. Notwithstanding , any Incremental Loan and any Other Loans under any Refinancing Amendment on a pro rata basis based on the foregoingoutstanding principal balances thereof in accordance with Section 1.10(b), if the amount of 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 required under this Section 2.10 with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be in excess 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 the amount of the ABR Loans Default shall have occurred and be continuing at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal prepayment, the Borrowers may elect that, for a period not to exceed 30 days, the amount remainder of such outstanding ABR prepayments not applied to prepay Base Rate Loans shall be immediately prepaid anddeposited in a non-interest-bearing collateral account pledged to, at and under the election of the Borrowersexclusive control of, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory Agent to secure the Collateral Agent Obligations and applied thereafter to prepay the prepayment of Eurodollar Revolving LIBOR Rate Loans on until the last day of the then next-next expiring Interest Period for Eurodollar Revolving Loans; of such LIBOR Rate Loans so prepaid (provided that (ix) interest in respect of such Excess Amount shall continue to accrue thereon on such LIBOR Rate Loans in respect of which such deposit was made at the rate provided hereunder for the otherwise applicable under this Agreement to such LIBOR Rate Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full deposit is applied to repay prepay such LIBOR Rate Loans; , and (iiy) at any time while immediately upon the occurrence of an Event of Default has occurred Default, such amounts may, without any further action or notice of any kind, be removed from such account by the Agent and is continuingimmediately 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 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 Borrowers shall pay any amounts owing required pursuant to the Lenders under Section 2.1310.4 hereof. Any Lender may elect not to accept its pro rata portion of any mandatory prepayment shall 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 made without reduction to retained by the Revolving CommitmentsBorrowers.

Application of Prepayments. Prior Subject to Section 1.10(c), 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 such prepayment prepayments pursuant to Section 2.10(d1.8(c), subject to the provisions of this Section 2.10(c). Amounts to 1.8(d) or 1.8(e) shall be applied first to prepay the 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 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 shortest Interest Periods remaining; provided that, if any Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to this Section 2.10 to the 1.8(f), then such prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, and, second, any amounts remaining after each such application shall be applied on a pro rata basis to prepay Eurodollar Revolving the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans or LIBOR Rate Loans. Notwithstanding the foregoing; provided further, if the amount so long as no Event of any prepayment of Loans required under this Section 2.10 Default shall have occurred and be in excess of the amount of the ABR Loans continuing at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal prepayment, the Borrower may elect that, for a period not to exceed 30 days, the amount remainder of such outstanding ABR prepayments not applied to prepay Base Rate Loans shall be immediately prepaid anddeposited in a non-interest-bearing collateral account pledged to, at and under the election of the Borrowersexclusive control of, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory Agent to secure the Collateral Agent Obligations and applied thereafter to prepay the prepayment of Eurodollar Revolving LIBOR Rate Loans on until the last day of the then next-next expiring Interest Period for Eurodollar Revolving Loans; of such LIBOR Rate Loans so prepaid (provided that (ix) interest in respect of such Excess Amount shall continue to accrue thereon on such LIBOR Rate Loans in respect of which such deposit was made at the rate provided hereunder for the otherwise applicable under this Agreement to such LIBOR Rate Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full deposit is applied to repay prepay such LIBOR Rate Loans; , and (iiy) at any time while immediately upon the occurrence of an Event of Default has occurred Default, such amounts may, without any further action or notice of any kind, be removed from such account by the Agent and is continuingimmediately 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 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 Borrower shall pay any amounts owing required pursuant to the Lenders under Section 2.1310.4 hereof. Any Lender may elect not to accept its pro rata portion of any mandatory prepayment shall pursuant to Section 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 made without reduction to retained by the Revolving CommitmentsBorrower.

Application of Prepayments. 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 such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). 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, and, second, any . 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 made without reduction to the Revolving Commitments.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, (i) Any prepayments made by the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). 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, and, second, any amounts remaining after each such application Sections 5.3(a) 5.3(b) or 5.3(c) above shall be applied as follows: first, to prepay Eurodollar Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Lenders then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Lenders based on their respective Ratable Shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Ratable Shares of such interest and fees; fourth, ratably to the principal balance of each of the Term Loans and the 2024 Incremental 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 same shall have been paid in full, to the Swingline Loan Lender, sixth, to the principal balance of the Revolving Credit Loans, until the 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. Notwithstanding The Revolving Credit Commitments of the foregoing, if Lenders shall not be permanently reduced by 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”)prepayments made pursuant to clauses fifth through seventh above, 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 unless a Potential Default or an Event of Default has occurred and is continuing, the Administrative Agent may, continuing and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit so request. (ii) All prepayments required pursuant to this Section 5.3 shall first be applied among the Interest Rate Options to the payment principal amount of such the Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing subject to the Base Rate Option, then to Loans subject to a Term SOFR Rate Option. In accordance with Section 5.10, the Borrower shall indemnify the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a Term SOFR Rate Option on any day other than the Revolving Commitmentslast day of the applicable Interest Period.

Application of Prepayments. 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 such prepayment pursuant to Section 2.10(d2.10(i), subject to the provisions of this Section 2.10(c2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e), (f) or (g) shall be applied to 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 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, and, second, any respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term 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 (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 BorrowersBorrower, 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 the Loans which such Excess Amount is intended to repay shall continue to accrue thereon at the rate provided hereunder for the such Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans; Loans and (ii) at any time while an Event of 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 such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Administrative Borrower Parent shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d2.10(h), subject to the provisions of this Section 2.10(c2.10(g). Any prepayments of Term Loans pursuant to Section 2.10(a), (b), (c), (d), (e) or (f) shall be applied to reduce scheduled prepayments required under Section 2.09, on a pro rata basis among the prepayments remaining to be made on each other Scheduled Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(g) and to the extent there are Net Cash Proceeds or Excess Cash Flow remaining after such application, Borrowers shall (i) first, prepay outstanding LC Loans until all outstanding LC Loans have been paid in full and (ii) second, cash collateralize outstanding Letters of Credit, without notice or demand, by depositing on terms and in accounts satisfactory to the Collateral Agent, in the name of the Collateral Agent and for the benefit of the LC Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid LC Facility Fees as of such date. Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Term Loans shall be applied, as applicable, first applied to reduce outstanding ABR Revolving Term Loans, and, second, any . Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Term Loans. Amounts to be applied pursuant to this Section to the prepayment of LC Loans shall be applied to reduce outstanding ABR LC Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar LC 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 aggregate principal amount of the ABR Term Loans at the time outstanding (to the extent that such excess does not exceed the aggregate principal amount of the Eurodollar Term Loans at the time outstanding, an “Excess Term Loan Prepayment 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 BorrowersParent, the Excess Term Loan Prepayment 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 Term Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving Term Loans; provided that (i) interest in respect of such Excess Term Loan Prepayment Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Term Loan Prepayment Amount is intended to repay until such Excess Term Loan Prepayment Amount shall have been used in full to repay such Loans; 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 Term Loan Prepayment Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory Notwithstanding the foregoing, if the amount of any prepayment of LC Loans required under this Section shall be made without reduction in excess of the amount of the ABR LC Loans at the time outstanding (an “Excess LC Loan Prepayment Amount”), only the portion of the amount of such prepayment as is equal to the Revolving Commitmentsamount of such outstanding ABR LC Loans shall be immediately prepaid and, at the election of Parent, the Excess LC Loan Prepayment Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar LC Loans on the last day of the then next-expiring Interest Period for Eurodollar LC Loans; provided that (i) interest in respect of such Excess Term Loan Prepayment Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess LC Loan Prepayment Amount is intended to repay until such Excess LC Loan Prepayment 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 LC Loan Prepayment Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, (i) Any prepayments made by the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). 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, and, second, any amounts remaining after each such application Sections 5.3(a) 5.3(b) or 5.3(c) above shall be applied as follows: first, to prepay Eurodollar Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses ​ ​ of the Issuing Lenders then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Lenders based on their respective Ratable Shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the 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 same shall have been paid in full, to the Swingline Loan Lender, sixth, to the principal balance of the Revolving Credit Loans, until the 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. Notwithstanding The Revolving Credit Commitments of the foregoing, if Lenders shall not be permanently reduced by 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”)prepayments made pursuant to clauses fifth through seventh above, 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 unless a Potential Default or an Event of Default has occurred and is continuing, the Administrative Agent may, continuing and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit so request. (ii) All prepayments required pursuant to this Section 5.3 shall first be applied among the Interest Rate Options to the payment principal amount of such the Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing subject to the Base Rate Option, then to Loans subject to a LIBOR Rate Option. In accordance with Section 5.10, the Borrower shall indemnify the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a LIBOR Rate Option on any day other than the Revolving Commitmentslast day of the applicable Interest Period.

Application of Prepayments. 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 such prepayment pursuant to Section 2.10(d2.10(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 to 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 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, and, second, any respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term 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 (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 BorrowersBorrower, 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; Loans and (ii) at any time while an Event of 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 such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Parent Borrower (on behalf of itself and the Administrative Borrower Subsidiary Borrower) shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d2.10(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 Subsidiary Borrower). Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Loans shall be applied, as applicable, applied first to reduce outstanding ABR Revolving Loans, and, second, any . 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 BorrowersParent Borrower, the Excess Amount shall be either (A) to the extent the date of the 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 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; Loans and (ii) at any time while an Event of 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 such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory ; provided that if the next expiring Interest Period with respect to Eurodollar Loans is greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.10, then such Eurodollar Loans shall be made without reduction to the Revolving Commitmentsprepaid immediately as set forth in clause (B) above.

Application of Prepayments. Prior (i) Each payment of principal of the Loans shall be applied first to any optional or mandatory prepayment hereunder, outstanding Swingline Loans until the Administrative Borrower Swingline Loans shall select have been repaid in full and then to Revolving Loans. (ii) Each payment of principal of the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Loans shall be applied, as applicable, first applied ratably to reduce outstanding ABR the respective Revolving Loans, and, second, any amounts remaining after each such application Loans of all Lenders. (iii) Each payment of principal of the Revolving Loans pursuant to subsection (b) above 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 up to the full amount thereof and then to outstanding LIBOR Loans. (iv) Each payment of principal of LIBOR Loans shall be immediately prepaid and, at made together with interest accrued and unpaid on the election of the Borrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory amount repaid to the Collateral Agent and applied to the prepayment date of Eurodollar Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving Loans; provided that payment. (iv) 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 So long as no Event of Default has occurred and is continuing, if subsection (b) would otherwise require prepayment of LIBOR Loans or portions thereof prior to the last day of the then current Interest Period therefor, each such prepayment may, if the Borrowers so elect by notice to the Administrative Agent mayAgent, 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 be deferred to such Excess Amount or (B) prepaid immediatelylast day of the related Interest Period. In the event of a deferral pursuant to this subsection, together with any amounts owing to cash in the Lenders under Section 2.13. Any mandatory amount of the required prepayment shall be made without reduction deposited in the Cash Collateral Account on the date the required prepayment would otherwise have been required for application on the deferred payment date unless the Borrowers would have been able, had the required prepayment been made, to reborrow that amount consistent with Section 4.01. Any amounts deposited in the Cash Collateral Account pursuant to the Revolving Commitmentsprevious sentence but not yet applied to repay a LIBOR Loan shall be released to the Borrowers on any date prior to the last day of the then current Interest Period if on such date (D) the Borrowers are able to reborrow the amount consistent with Section 4.01 or (E) Total Outstandings are zero.

Application of Prepayments. 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 such prepayment pursuant to Section 2.10(d2.05(a), subject to the provisions of this Section 2.10(c2.05(c). Amounts to be applied pursuant to this Section 2.10 2.05 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Base Rate Revolving Loans, and, second, any . Any amounts remaining after each such 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 2.10 2.05 shall be in excess of the amount of the ABR Base Rate 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 Base Rate Loans shall be immediately prepaid and, at the election of the BorrowersBorrower, 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 Revolving Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving 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 until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans; Loans and (ii) at any time while an Event of 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 such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments3.05.

Application of Prepayments. (i) 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 such prepayment pursuant to Section 2.10(d2.10(i), subject to the provisions of this Section 2.10(c2.10(h). Any prepayments of Term Loans pursuant to Sections 2.10(c)-(g) shall be applied first to reduce scheduled payments required under Section 2.09(a) on a pro rata basis among the scheduled principal payments to be made on the next four Term Loan Repayment Dates in order of maturity and thereafter on a pro rata basis among the payments remaining to be made on each Term Loan Repayment Date, second to the extent there are prepayment amounts remaining after the application of such prepayments under clause first, such excess amounts shall be applied to the prepayment of outstanding Revolving Loans (including to cash collateralize outstanding Letters of Credit) (but without any corresponding reduction in Revolving Commitments unless an Event of Default has occurred and is continuing) and Borrower shall comply with Section 2.10(b) and third, to redeem the Senior Notes to the extent required under the Senior Note Agreement. Optional prepayments of Term Loans shall reduce scheduled payments required under Section 2.09(a) on a pro rata basis. Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied to reduce scheduled payments required under Section 2.09(a) on a pro rata basis among the scheduled principal payments to be made on each Term Loan Repayment Date. (ii) 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, and, second, any respectively. 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 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 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 or 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 made without reduction to the Revolving Commitmentsas applicable.

Application of Prepayments. Prior to any optional or mandatory prepayment of Borrowings hereunder, the Administrative Borrower Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d2.09(e). Subject to Section 8.03, subject and so long as no Default shall then exist and be continuing, all mandatory prepayments shall be applied as follows: first, to the provisions Swingline Loan until the same has been repaid in full; second, to the Revolving Loan; and third, to all other Obligations pro rata in accordance with the amounts that such Lender certifies is outstanding. Such mandatory prepayments of this Section 2.10(c)the Swingline Loan and Revolving Loans shall not cause a corresponding reduction in the Swingline Commitment and Revolving Commitments. Amounts to be applied pursuant to this Section 2.10 2.09 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, and, second, any . 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 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 the Borrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Administrative 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; Loans and (ii) at any time while an Event of 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 such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments2.12.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Administrative Borrower Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d2.10(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 pro rata amongst each Tranche of outstanding Term Loans (other than in the case of Credit Agreement Refinancing Indebtedness, which shall be applied to the applicable Tranche of Refinanced Debt) and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to the principal of the Term Loans. Amounts to be applied pursuant to this Section 2.10 2.10(h) to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, and, second, any if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving 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 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 Eurocurrency Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving 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 until such Excess Amount shall have been used in full to repay such Loans; 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 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 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 Indebtedness may share in any such mandatory prepayment and (y) this Section 2.10(h) shall be made without reduction deemed modified to the Revolving Commitmentsextent necessary to accommodate any changes to the pro rata sharing in mandatory and voluntary prepayments set forth in Section 2.20(c)(iii).

Application of Prepayments. Mandatory prepayments shall be applied to any Term Loans outstanding. 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 such prepayment pursuant to Section 2.10(d2.10(g), subject to the provisions of this Section 2.10(c2.10(f). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d) or (e) shall be applied to reduce scheduled repayments required under Section 2.09, in direct order to such scheduled repayments due on the Amortization Dates occurring following such prepayment. Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Term Loans shall be applied, as applicable, applied first to reduce outstanding ABR Revolving Term Loans, and, second, any . Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving 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 is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the BorrowersBorrower, 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 Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving 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 until such Excess Amount shall have been used in full to repay such Loans; 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 made without reduction to the Revolving Commitments.

Application of Prepayments. 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 such prepayment pursuant to Section 2.10(d2.10(i), subject to the provisions of this Section 2.10(h). 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 Tranche A Loans and any Incremental Term Loans that are not Tranche A Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. Any prepayments of Term Loans pursuant to Section 2.10(c), (d), (e) or (f) shall be applied to 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. Any optional prepayments and prepayments pursuant to Section 2.10(g) shall be applied to prepayments remaining to be made on each Term Loan Repayment Date as elected by Borrower. Prepayments pursuant to Section 2.10 (g) shall be required solely to reduce Term Loans. 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, and, second, any respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term 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 (an “Excess Amount”"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 BorrowersBorrower, 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; Loans and (ii) at any time while an Event of 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 such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments.

Application of Prepayments. 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 such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). Amounts to be applied pursuant to this Section 2.10 2.03 to the prepayment of Revolving Loans shall be applied, as applicable, applied first to reduce outstanding ABR Revolving Base Rate Loans, and, second, any . Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.03 shall be in excess of the amount of the ABR 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 ABR Base Rate Loans shall be immediately prepaid and, at the election of the Borrowers, and deposit the Excess Amount shall be either (A) deposited 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 Revolving Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving Rate Loans; provided that (iii) interest in respect of such the Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such the Excess Amount is intended to repay until such the Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans; and (iiiii) at any time while an Event of 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 such the Excess Amount 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) prepaid prepay all of such Loans immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments3.05.

Application of Prepayments. Mandatory prepayments shall be applied to any Term Loans outstanding. 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 such prepayment pursuant to Section 2.10(d2.10(h), subject to the provisions of this Section 2.10(g). 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 prepayment of its Term Loans, pursuant to this Section 2.10(c), (d), (e) or (f) 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 prepayment. Any amounts rejected by such Lenders shall be retained by Borrower. Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e) or (f) shall be applied to reduce scheduled repayments required under Section 2.09, in direct order to such scheduled repayments due on the Term Loan Repayment Dates occurring following such prepayment (it being agreed that, if any Term Lender shall decline the prepayment of its Term Loans, any amount of such prepayment that would have been applied to reduce scheduled repayments due on Term Loan Repayment Dates prior to the Term Loan Maturity Date shall be deemed to have been applied to such repayments and shall be added to the amount due on such Term Loans on the Term Loan Maturity Date). Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Term Loans shall be applied, as applicable, applied first to reduce outstanding ABR Revolving Term Loans, and, second, any . Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving 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 is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the BorrowersBorrower, 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 Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving 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 until such Excess Amount shall have been used in full to repay such Loans; 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 made without reduction to the Revolving Commitments.

Application of Prepayments. (i) 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 such prepayment pursuant to Section 2.10(d2.10(i), subject to the provisions of this Section 2.10(c2.10(h). Mandatory prepayments will first be applied to the 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 Term Loan Repayment Date occurring within the 12 months following such prepayment and, second, on a pro rata basis among the prepayments with respect thereto remaining to be made on each other Term Loan Repayment Date. Optional prepayments will be applied, at the option of the Borrower (which option shall be 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 such scheduled prepayments with respect thereto due on the Term Loan Repayment Date occurring within the 12 months following such prepayment and, second, on a pro rata basis among the prepayments with respect thereto remaining to be made on each other Term Loan Repayment Date. If the then outstanding Term Loans have been repaid in full, mandatory and optional prepayments made shall be applied 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 sentence of this paragraph, to repay Second Lien Loans. If the then outstanding Term Loans and Second Lien Loans have been repaid in full in accordance with the 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 accordance with Section 2.18(i), in each case, in an amount equal to the excess of the aggregate amount of such Loans and Letters of Credit over the Commitment thereunder as so reduced. (ii) Amounts to be applied pursuant to this Section 2.10 to the prepayment of Tranche A-2 Term Loans and Tranche A-1 Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, and, second, any respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term 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 (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 BorrowersBorrower, the Excess Amount balance of such prepayment 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; 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 made without reduction to the Revolving Commitments.

Application of Prepayments. Mandatory prepayments shall be applied to any Term Loans outstanding. 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 such prepayment pursuant to Section 2.10(d2.10(g), subject to the provisions of this Section 2.10(c2.10(f). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d) or (e) shall be applied to reduce scheduled repayments required under Section 2.09, in direct order to such scheduled repayments due on the Amortization Dates occurring following such prepayment. Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Term Loans shall be applied, as applicable, applied first to reduce outstanding ABR Revolving Term Loans, and, second, any . Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving 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 is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the BorrowersBorrower, 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 Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving 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 until such Excess Amount shall have been used in full to repay such Loans; 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 SC1:3775857.9 LEGAL_US_E # 113365636.9 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 made without reduction to the Revolving Commitments.

Application of Prepayments. 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 such prepayment pursuant to Section 2.10(d2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Additional Term Loans and Delayed Draw Term Loans pursuant to Section 2.10(c), (d), (f) or (g) shall be applied to 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 Additional Term Loans and Delayed Draw Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, the Additional Revolving Commitments shall be permanently reduced ratably among the Additional Revolving Lenders in accordance with their applicable Additional 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 Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, and, second, any . 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 BorrowersBorrower, 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; Loans and (ii) at any time while an Event of 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 such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments.

Application of Prepayments. (i) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Administrative Relevant Borrower shall select the Borrowing or Borrowings under the applicable Facility or Facilities (and, (x) with respect to the Revolving Facility, the applicable Subfacility and (y) with respect to the Delayed Draw Term Loan Facility, the applicable Tranche or Tranches) to be prepaid and shall specify such selection in the notice of such prepayment pursuant to this paragraph (i) of Section 2.10(d2.09(c). (ii) With regard to mandatory prepayments, subject to the provisions of this Section 2.10(c). Amounts amounts to be applied pursuant to this Section 2.10 2.09 to the prepayment of Tranche A Revolving Loans Loans, shall be applied, as applicable, first to reduce outstanding ABR Revolving Base Rate Loans, andif and as applicable, second, and any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Eurocurrency Rate Loans and B/A Equivalent Loans, if and as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Tranche A Revolving Loans required to be prepaid under this Section 2.10 2.09(b) shall be in excess of the amount of the ABR Base Rate Loans at the time outstanding (an “Excess Amount”)outstanding, only the portion of the amount of such prepayment as that is equal to the amount of such outstanding ABR Base Rate Loans shall be immediately prepaid and, at the election of the BorrowersRelevant Borrower, the Excess Amount balance of such required prepayment shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the LC Collateral Agent Account and applied to the prepayment of Eurodollar Revolving Eurocurrency Rate Loans or B/A Equivalent Loans, as applicable, on the last day of the then next-expiring Interest Period or Contract Period for Eurodollar Revolving Eurocurrency Rate Loans or B/A Equivalent Loans; provided that , as applicable (i) with all interest in respect of such Excess Amount shall continue to accrue accruing 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 account 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 Relevant Borrower or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.132.10). Any mandatory prepayment Notwithstanding any such deposit in the LC Collateral Account, interest shall be made without reduction continue to the Revolving Commitmentsaccrue on such Loans until prepayment.

Application of Prepayments. (i) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment Notice Of Prepayment delivered pursuant to Section 2.10(d2.09(d). Except as provided in Section 2.09(b)(iii) hereof, subject all mandatory prepayments shall be applied as follows: first, to fees and reimbursable expenses of the Administrative Agent and the Lenders then due and payable pursuant to the provisions Loan Documents; second, to interest then due and payable on the Loans; third, to the principal balance of this Section 2.10(c). the Loans outstanding until the same has been prepaid in full; fourth, to all other Obligations pro rata in accordance with the amounts that such Lender certifies is outstanding; and fifth, returned to the Borrower or to such party as otherwise required by law. (ii) Amounts to be applied pursuant to this Section 2.10 2.09 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Base Rate Loans, and, second, any . Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.09 shall be in excess of the amount of the ABR Base Rate Loans at the time outstanding (an “Excess Amount”)outstanding, only the portion of the amount of such prepayment as that is equal to the amount of such outstanding ABR Base Rate Loans shall be immediately prepaid and, at the election of the BorrowersBorrower, the Excess Amount balance of such required prepayment 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 Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving Loans; provided that Rate Loans (i) with all interest in respect of such Excess Amount shall continue to accrue accruing 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 (iiaccount of the Borrower) 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 2.132.10. Any mandatory prepayment Notwithstanding the foregoing, interest shall be made without reduction continue to the Revolving Commitmentsaccrue on such Loans until prepayment.

Application of Prepayments. 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 such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). Amounts to be applied pursuant to this Section 2.10 to the (a) Any prepayment of Revolving the Term Loans shall be applied, as applicable, applied first to reduce outstanding ABR Revolving Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, and, second, any amounts remaining after in each such application shall be applied to prepay Eurodollar Revolving Loans. Notwithstanding the foregoing, if case in a manner which minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.15(c). (b) Anything contained herein to the contrary notwithstanding, in the event Borrower is required to make any mandatory prepayment of Loans required under this Section 2.10 shall be in excess (a “Waivable Prepayment”) of the amount of Term Loans, not less than three Business Days prior to the ABR Loans at date (the time outstanding (an “Excess AmountPrepayment Date”)) on which Borrower is required to make such Waivable Prepayment, only the portion Borrower shall notify Administrative Agent of the amount of such prepayment as is equal to prepayment, and Administrative Agent will promptly thereafter notify each Lender of the amount of such outstanding ABR Loans Lender’s Pro Rata Share of such Waivable Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Prepayment Date shall be immediately prepaid anddeemed to have elected, at as of such date, not to exercise such option). On the election Prepayment Date, Borrower shall pay to Administrative Agent the amount of the BorrowersWaivable Prepayment, the Excess Amount which 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 that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such Excess Amount or option, to prepay the Term Loans of such Lenders, and (Bii) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction extent of any excess, to Borrower for working capital in accordance with the Revolving CommitmentsApproved Budget.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, (i) Any prepayments made by the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). 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, and, second, any amounts remaining after each such application Sections 5.3(a) 5.3(b) or 5.3(c) above shall be applied as follows: first, to prepay Eurodollar Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to 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 Lenders and the Issuing Lender based on their respective Ratable Shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the 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 same shall have been paid in full, to the Swingline Loan Lender, sixth, to the principal balance of the Revolving Credit Loans, until the 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. Notwithstanding The Revolving Credit Commitments of the foregoing, if Lenders shall not be permanently reduced by 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”)prepayments made pursuant to clauses fifth through seventh above, 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 unless a Potential Default or an Event of Default has occurred and is continuing, the Administrative Agent may, continuing and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit so request. (ii) All prepayments required pursuant to this Section 5.3 shall first be applied among the Interest Rate Options to the payment principal amount of such the Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing subject to the Base Rate Option, then to Loans subject to a LIBOR Rate Option. In accordance with Section 5.10, the Borrower shall indemnify the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a LIBOR Rate Option on any day other than the Revolving Commitmentslast day of the applicable Interest Period.

Application of Prepayments. Prior Subject to the last sentence of Section 2.05(c) and the first sentence of Section 2.05(d), in the event of any optional or mandatory prepayment hereunderof Loans made at a time when Loans of more than one Class remain outstanding, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice aggregate amount of 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 2.10(d)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, subject 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 provisions of this Section 2.10(c)accrued interest on the Tranche B Loan. Amounts to be applied pursuant to this Section 2.10 2.05 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, andif any, second, any of the applicable Class of Loans being paid. Any amounts remaining after each such application application, if any, shall be applied to prepay Eurodollar Revolving LoansLoans of the applicable Class of Loans being paid. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 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 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 Lender and applied to the prepayment of applicable Eurodollar Revolving Loans on the last day of the then next-expiring Interest Period for such 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; Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, Lender may 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 made without reduction to the Revolving Commitments.

Application of Prepayments. Prior Each prepayment of Term Loan Advances shall be remitted by Borrower to Agent to be allocated in accordance with the provisions of Section 4.6.1 hereof and, to the extent allocable thereunder to any optional or mandatory prepayment hereunderof the Loans, allocated first to the Administrative Borrower Term Loans and distributed by Agent to each Lender on a Pro Rata basis. Each Lender shall select apply its share of each prepayment, first to accrued but unpaid interest, and the Borrowing or Borrowings balance to be prepaid and shall specify such selection installments of principal in the notice inverse order of their maturities, until such Lender's Term Loan Advance is paid in full; provided, however, that, if no Event of Default exists at the time of a Lender's receipt of any optional prepayment made pursuant to Section 4.3.4, such Lender shall apply the portion of such prepayment pursuant to Section 2.10(d), subject remaining after payment of accrued but unpaid interest to the provisions remaining installments of this Section 2.10(c)principal owing with respect to such Term Loan Advance on a pro rata basis. Amounts Each Lender shall apply the portion of a prepayment that is to be applied pursuant to this Section 2.10 principal installments first to outstanding Base Rate Loans and then to any outstanding LIBOR Loans with the shortest Interest Periods remaining; but if application to any LIBOR Loans would cause the same to be paid prior to the prepayment end of Revolving Loans shall be appliedan applicable Interest Period, then, by prior written notice to Agent, Borrower may elect as applicable, first to reduce outstanding ABR Revolving Loans, and, second, any amounts remaining after each such application shall be applied LIBOR Loan (i) to prepay Eurodollar Revolving Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be deliver cash to Agent in excess of the amount of the ABR Loans at required prepayment, to be held by Agent as Cash Collateral until the time outstanding (an “Excess Amount”), only the portion end of the applicable Interest Period, at which time Agent shall disburse such Cash Collateral to Lenders on a Pro Rata basis for application to such LIBOR Loans or (ii) to apply such prepayment to the outstanding principal amount of such prepayment as is the Revolver Loans and to have Agent establish an Availability Reserve in equal to the amount of such outstanding ABR Loans shall amount, which Availability Reserve will 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 released and applied to pay such LIBOR Loan at the prepayment of Eurodollar Revolving Loans on the last day end of the then next-expiring applicable 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 made without reduction to the Revolving CommitmentsPeriod.

Application of Prepayments. 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 Any prepayments of such prepayment Term Loans pursuant to Section 2.10(d2.05(c), subject (d), (e), (f) or (g) shall be first applied to 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 provisions of this 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 Borrowers shall comply with Section 2.10(c2.05(b). Amounts to be applied pursuant to this Section 2.10 2.05 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Base Rate Term Loans and Base Rate Revolving Loans, and, second, any respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans or Eurodollar Rate Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.05 shall be in excess of the amount of the ABR Base Rate 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 Base Rate 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; 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 made without reduction to the Revolving Commitments3.05.

Application of Prepayments. (i) 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 such prepayment pursuant to Section 2.10(d2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term B Loans pursuant to Section 2.10(c), (d), (e), (f) or (g) shall be applied to reduce scheduled prepayments required under Section 2.09(a) on a pro rata basis among the prepayments remaining to be made on each other Term B Loan Repayment Date. After application of mandatory prepayments 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). (ii) Amounts to be applied pursuant to this Section 2.10 to the prepayment of Term B Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, and, second, any 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 (an “Excess Amount”"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 im- mediately prepaid and, at the election of the BorrowersBorrower, the Excess Amount balance of such required prepayment shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent Account 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; 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 in the Collateral Account 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 made without reduction to the Revolving Commitments.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, (i) Any prepayments made by the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). 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, and, second, any amounts remaining after each such application Sections 5.3(a) or 5.3(c) above shall be applied as follows: first, to prepay Eurodollar Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to 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 Lenders and the Issuing Lender based on their respective Ratable Shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the 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 same shall have been paid in full, to the Swingline Loan Lender, sixth, to the principal balance of the Revolving Credit Loans, until the 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. Notwithstanding The Revolving Credit Commitments of the foregoing, if Lenders shall not be permanently reduced by 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”)prepayments made pursuant to clauses fifth through seventh above, 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 unless a Potential Default or an Event of Default has occurred and is continuing, the Administrative Agent may, continuing and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit so request. (ii) All prepayments required pursuant to this Section 5.3 shall first be applied among the Interest Rate Options to the payment principal amount of such the Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing subject to the Base Rate Option, then to Loans subject to a LIBOR Rate Option. In accordance with Section 5.10, the Borrower shall indemnify the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a LIBOR Rate Option on any day other than the Revolving Commitmentslast day of the applicable Interest Period.

Application of Prepayments. Prior Any voluntary prepayments pursuant to subsection 2.4A(i) shall be applied as specified by the applicable Borrower in the applicable notice of prepayment; provided that in the event Company fails to specify the Loans to which any optional or such prepayment by it shall be applied, such prepayment shall be applied first to repay outstanding Revolving Loans to the full extent thereof, and second to repay outstanding Term Loans to the full extent thereof. Any mandatory prepayments pursuant to subsection 2.4A(ii)(c) shall be applied to repay outstanding Loans and/or reduce Commitments as specified by Company in the applicable Officers' Certificate; provided that in the event Company fails to specify the Loans to which any such prepayment hereundershall be applied, such prepayment shall be applied first to repay outstanding Term Loans to the full extent thereof and second to repay outstanding Revolving Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment; and provided further that, in any event, the Administrative Borrower Revolving Loan Commitments shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d), subject permanently reduced by an amount equal to the provisions portion of this Section 2.10(c)any such prepayments not applied to repayment of the Term Loans. Amounts to be applied pursuant to this Section 2.10 to the Any mandatory prepayment of Revolving Loans or Term Loans shall be applied, as applicable, applied first to reduce outstanding ABR Revolving LoansBase Rate Loans to the full extent thereof before application to Eurodollar Rate Loans as determined by Administrative Agent, andin each case in a manner which minimizes the amount of any payments required to be made by Company pursuant to subsection 2.6E. Any mandatory prepayment of Offshore Loans denominated in a particular Offshore Currency shall be applied first to Offshore Base Rate Loans denominated in the Applicable Currency to the full extent thereof before application to Offshore Periodic Rate Loans denominated in such Applicable Currency as determined by Administrative Agent, second, in each case in a manner which minimizes the amount of any amounts remaining after each such application payments required to be made by the relevant Subsidiary Borrower pursuant to subsection 2.6E. All prepayments of Eurodollar Rate Loans and Offshore Loans shall include payment of accrued interest on the principal amount so prepaid and 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 interest before application 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 made without reduction to the Revolving Commitmentsprincipal.

Application of Prepayments. 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 such prepayment pursuant to Section 2.10(d2.10(i), subject to the provisions of this Section 2.10(c2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e), (f) or (g) shall be applied to reduce the 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 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, and, second, any respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term 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 (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 BorrowersBorrower, 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; 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 made without reduction to the Revolving Commitments.

Application of Prepayments. Prior Each prepayment of Term Loan Advances shall be remitted by Borrower to Agent to be allocated in accordance with the provisions of SECTION 4.6.1 hereof and, to the extent allocable thereunder to any optional or mandatory prepayment hereunderof the Loans, allocated first to the Administrative Borrower Term Loans and distributed by Agent to each Lender on a Pro Rata basis. Each Lender shall select apply its share of each prepayment, first to accrued but unpaid interest, and the Borrowing or Borrowings balance to be prepaid and shall specify such selection installments of principal in the notice inverse order of their maturities, until such Lender's Term Loan Advance is paid in full; PROVIDED, HOWEVER, that, if no Event of Default exists at the time of a Lender's receipt of any optional prepayment made pursuant to SECTION 4.3.4, such Lender shall apply the portion of such prepayment pursuant to Section 2.10(d), subject remaining after payment of accrued but unpaid interest to the provisions remaining installments of this Section 2.10(c)principal owing with respect to such Term Loan Advance on a pro rata basis. Amounts Each Lender shall apply the portion of a prepayment that is to be applied pursuant to this Section 2.10 principal installments first to outstanding Base Rate Loans and then to any outstanding LIBOR Loans with the shortest Interest Periods remaining; but if application to any LIBOR Loans would cause the same to be paid prior to the prepayment end of Revolving Loans shall be appliedan applicable Interest Period, then, by prior written notice to Agent, Borrower may elect as applicable, first to reduce outstanding ABR Revolving Loans, and, second, any amounts remaining after each such application shall be applied LIBOR Loan (i) to prepay Eurodollar Revolving Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be deliver cash to Agent in excess of the amount of the ABR Loans at required prepayment, to be held by Agent as Cash Collateral until the time outstanding (an “Excess Amount”), only the portion end of the applicable Interest Period, at which time Agent shall disburse such Cash Collateral to Lenders on a Pro Rata basis for application to such LIBOR Loans or (ii) to apply such prepayment to the outstanding principal amount of such prepayment as is the Revolver Loans and to have Agent establish an Availability Reserve in equal to the amount of such outstanding ABR Loans shall amount, which Availability Reserve will 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 released and applied to pay such LIBOR Loan at the prepayment of Eurodollar Revolving Loans on the last day end of the then next-expiring applicable 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 made without reduction to the Revolving CommitmentsPeriod.

Application of Prepayments. 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 such prepayment pursuant to Section 2.10(d2.10(h), subject to the provisions of this Section 2.10(c2.10(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 Initial Term 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 no later than noon (New York City time) 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, who shall have the right to accept such additional prepayment by providing written notice to the Administrative Agent no later than 10:00 am (New York City time) on the prepayment date. Any amounts so rejected as provided for above shall be retained by or repaid to Borrower subject to the requirements of the Closing Date Intercreditor Agreement; provided, that if a Lender fails to deliver to Administrative Agent such a notice of rejection or acceptance within the time frame specified above, such failure will be deemed an acceptance of such Lender’s pro rata share. In connection with any mandatory prepayments by Borrower of the Term Loans pursuant to this Section 2.10, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Term Loans or Eurodollar Term Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to this Section 2.10, then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Term Loans to the full extent thereof before application to Term Loans that are Eurodollar Term Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.13. Amounts to be applied pursuant to this Section 2.10 to the in connection with any optional prepayment of Revolving Term Loans shall be applied, as applicable, applied first to reduce outstanding ABR Revolving Term Loans, and, second, any . Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving LoansTerm Loans in a manner that minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.13. 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”), 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 immediately prepaid and, at the election of the Borrowers, and 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; 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 made without reduction to the Revolving Commitments.

Application of Prepayments. Prior to any optional or mandatory (a) Any prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). 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, and, second, any amounts remaining after each such application shall be applied first to prepay Base Rate Loans to the full extent thereof before application to Eurodollar Revolving Rate Loans. Notwithstanding . (b) Anything contained herein to the foregoingcontrary notwithstanding, if so long as any Loans are outstanding, in the amount of event Borrower is required to make any mandatory prepayment of Loans required under this Section 2.10 shall be in excess (a “Waivable Mandatory Prepayment”) of the amount of Loans, not less than three Business Days prior to the ABR Loans at date (the time outstanding (an “Excess AmountRequired Prepayment Date”)) on which Borrower is required to make such Waivable Mandatory Prepayment, only the portion Borrower shall notify Administrative Agent of the amount of such prepayment as is equal to prepayment, and Administrative Agent will promptly thereafter notify each Lender of the amount of such outstanding ABR Loans Lender’s Pro Rata Share of such Waivable Mandatory Prepayment. Each such Lender may, in its sole discretion, waive the payment to such Lender of such Waivable Mandatory Prepayment by giving written notice to Borrower and Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent in writing of its election to waive such Waivable Mandatory Prepayment on or before the first Business Day prior to the Required Prepayment Date shall not be immediately prepaid anddeemed to have waived its rights to receive such Waivable Mandatory Prepayment, at and such Lender shall receive such Waivable Mandatory Prepayment on the election Required Prepayment Date). On the Required Prepayment Date, Borrower shall pay to Administrative Agent that portion of the BorrowersWaivable Mandatory Prepayment payable to those Lenders that have not, in accordance with this Section 2.15(b), waived such Waivable Mandatory Prepayment, to prepay 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 Lenders (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 made without reduction to applied in accordance with Section 2.15). The remaining amount of the Revolving CommitmentsWaivable Mandatory Prepayment shall be retained by Borrower and used for any purpose not prohibited by this Agreement or the other Credit Documents.

Application of Prepayments. Prior Mandatory prepayments by Borrowers shall be applied first, to repay or prepay their respective Swingline Loans, without any optional reduction of the Swingline Commitment, second, to repay or mandatory prepayment hereunderprepay Revolving Loans, without any reduction of the Administrative Borrower shall select Revolving Commitment, third, to cash collateralize outstanding Letters of Credit in accordance with the Borrowing or Borrowings to be prepaid and shall specify such selection procedures set forth in the notice of such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c)3.2. Amounts to be applied pursuant to this Section 2.10 2.22 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Domestic Rate Loans, and, second, any . Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Rate Loans. [Notwithstanding the foregoing, if the amount of any prepayment of Loans Advances required under this Section 2.10 2.22 shall be in excess of the amount of the ABR Domestic Rate 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 Domestic Rate Loans shall be immediately prepaid and, at the election of the Borrowersapplicable Borrower, the Excess Amount shall be either (A) deposited in an escrow a cash collateral account on terms reasonably satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Revolving Rate Loans on the last day of the then next-expiring Interest Period for the applicable Eurodollar Revolving Rate Loans, as the case may be; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans Advances 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 Advances or (B) prepaid immediatelyapplied to the immediate repayment of Eurodollar Rate Loans (first to the Eurodollar Rate Loans with the next expiring Interest Periods), together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments2.2(f).] [PNC is confirming it can do this operationally]

Application of Prepayments. 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 Any prepayments of such prepayment Term B Loans pursuant to Section 2.10(d2.10(c), subject (d), (e) or (f) shall be applied to reduce scheduled payments 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 provisions of this 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 Borrowers shall comply with Section 2.10(c2.10(b). Amounts to be applied pursuant to this Section 2.10 to the prepayment of Term B Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, and, second, any 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 (an “Excess Amount”)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 Borrowersrelevant Borrower, the Excess Amount balance of such required prepayment shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent Account and applied to the prepayment of Eurodollar Revolving Loans on the last day of the then next-next expiring Interest Period for Eurodollar Revolving Loans; provided that Loans (i) with all interest in respect of such Excess Amount shall continue to accrue accruing 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 (iiaccount of the relevant Borrower) 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 Notwithstanding any such deposit in the Collateral Account, interest shall be made without reduction continue to the Revolving Commitmentsaccrue on such Loans until prepayment.

Application of Prepayments. Prior Term B Opt-Out. With respect to any optional or mandatory prepayment hereunderof the Funded Facilities, the Administrative Borrower Agent shall select the Borrowing or Borrowings ratably pay such Facilities; provided, however, that any Term B Lender, at its option, may elect not to be prepaid and shall specify accept such selection prepayment, in the notice of such prepayment pursuant to Section 2.10(d), subject to which event the provisions of this Section 2.10(c)the next sentence shall apply. Amounts to be applied pursuant to this Section 2.10 to Upon receipt by the prepayment of Revolving Loans 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 Administrative Agent of any prepayment of Loans required under this Section 2.10 shall be in excess of prepayment, the amount of the ABR Loans at prepayment that is available to prepay the time outstanding Term B Advances (an “Excess subject to the proviso to the immediately preceding sentence) shall be deposited in the Cash Collateral Account (the "Prepayment Amount”"), only the portion of the amount pending application of such prepayment amount on the Prepayment Date as is equal to set forth below and promptly after such receipt (the amount date of such outstanding ABR Loans shall be immediately prepaid and, at receipt being 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"Receipt Date"), the Administrative Agent may, and upon shall give written direction from the Required Lenders shall, apply any or all proceeds then on deposit notice to the payment Term B Lenders of the amount available to prepay the Term B Advances and the date on which such Loans in prepayment shall be made (the "Prepayment Date"), which date shall be 10 days after the Receipt Date. Any Lender declining such prepayment (a "Declining Lender") shall give written notice to the Administrative Agent by 11:00 A.M. (Charlotte, North Carolina time) on the Business Day immediately preceding the Prepayment Date. On the Prepayment Date, an amount equal to that portion of the Prepayment Amount accepted by the Term B Lenders other than the Declining Lenders (such Excess Amount or (BLenders being the "Accepting Lenders") prepaid immediately, together with any amounts to prepay Term B Advances owing to such Accepting Lenders shall be withdrawn from the Cash Collateral Account and applied to prepay Term Advances owing to such Accepting Lenders under Section 2.13on a pro rata basis. Any mandatory amounts that would otherwise have been applied to prepay Advances under the Funded Facilities owing to Declining Lenders shall instead be applied ratably to prepay the remaining Advances under the Funded Facilities as provided in Sections 2.06(a) and (b); provided further that on prepayment in full of Advances under the Funded Facilities owing to Lenders other than Declining Lenders, the remainder of any Prepayment Amount shall be made without reduction applied ratably to the Revolving Commitmentsprepay Term B Advances owing to Declining Lenders.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings Amounts to be prepaid and shall specify such selection in the notice of such prepayment applied pursuant to this Section 2.10(d)2.03 shall be applied to reduce scheduled principal payments under Section 2.05, subject first, to the provisions next four unpaid scheduled principal installments of this Section 2.10(c)Loans, and second, 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 2.10 2.03 to the prepayment of Revolving Loans shall be applied, as applicable, applied first to reduce outstanding ABR Revolving Base Rate Loans, and, second, any . Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Rate Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.03 shall be in excess of the amount of the ABR 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 ABR Base Rate Loans shall be immediately prepaid and, at the election of the Borrowers, and deposit the Excess Amount shall be either (A) deposited 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 Revolving Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving Rate Loans; provided that (iii) interest in respect of such the Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such the Excess Amount is intended to repay until such the Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans; and (iiiii) at any time while an Event of 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 such the Excess Amount 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) prepaid prepay all of such Loans immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments3.05.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Administrative Borrower Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d2.10(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 pro rata amongst each Tranche of outstanding Term Loans (other than in the case of Credit Agreement Refinancing Indebtedness, which shall be applied to the applicable Tranche of Refinanced Debt) and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to the principal of the Term Loans. Amounts to be applied pursuant to this Section 2.10 2.10(h) to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, and, second, any if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving 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 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 Eurocurrency RateSOFR Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving 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 until such Excess Amount shall have been used in full to repay such Loans; 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 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 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 Indebtedness may share in any such mandatory prepayment and (y) this Section 2.10(h) shall be made without reduction deemed modified to the Revolving Commitmentsextent necessary to accommodate any changes to the pro rata sharing in mandatory and voluntary prepayments set forth in Section 2.20(c)(iii).

Application of Prepayments. (i) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Administrative Relevant Borrower shall select the Borrowing or Borrowings under the applicable Facility or Facilities (and (x) with respect to the Revolving Facility, the applicable Subfacility and (y) with respect to the Delayed Draw Term Loan Facility, the applicable Tranche or Tranches) to be prepaid and shall specify such selection in the notice of such prepayment pursuant to this paragraph (i) of Section 2.10(d2.09(c). (ii) With regard to mandatory prepayments, subject to the provisions of this Section 2.10(c). Amounts amounts to be applied pursuant to this Section 2.10 2.09 to the prepayment of Tranche A Revolving Loans Loans, shall be applied, as applicable, first to reduce outstanding ABR Revolving Base Rate Loans, andif and as applicable, second, and any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Eurocurrency RateTerm SOFR Loans, Alternative Currency Term Rate Loans, Alternative Currency Daily Rate Loans and B/A Equivalent Loans, if and as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Tranche A Revolving Loans required to be prepaid under this Section 2.10 2.09(b) shall be in excess of the amount of the ABR Base Rate Loans at the time outstanding (an “Excess Amount”)outstanding, only the portion of the amount of such prepayment as that is equal to the amount of such outstanding ABR Base Rate Loans shall be immediately prepaid and, at the election of the BorrowersRelevant Borrower, the Excess Amount balance of such required prepayment shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the LC Collateral Agent Account and applied to the prepayment of Eurodollar Revolving EurocurrencyTerm SOFR Loans, Alternative Currency Term Rate Loans, Alternative Currency Daily Rate Loans or B/A Equivalent Loans, as applicable, on the last day of the then next-expiring Interest Period or Contract Period for Eurodollar Revolving EurocurrencyTerm SOFR Loans; provided that , Alternative Currency Term Rate Loans or B/A Equivalent Loans, as applicable (i) with all interest in respect of such Excess Amount shall continue to accrue accruing 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 (iiaccount of the Relevant Borrower) 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 2.132.10). Any mandatory prepayment Notwithstanding any such deposit in the LC Collateral Account, interest shall be made without reduction continue to the Revolving Commitmentsaccrue on such Loans until prepayment.

Application of Prepayments. (i) 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 such prepayment pursuant to Section 2.10(d2.10(i), subject to the provisions of this Section 2.10(c2.10(h). Mandatory prepayments will first be applied to the 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 Term Loan Repayment Date occurring within the 12 months following such prepayment and, second, on a pro rata basis among the prepayments with respect thereto remaining to be made on each other Term Loan Repayment Date. Optional prepayments will be applied, at the option of the Borrower (which option shall be 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 such scheduled prepayments with respect thereto due on the Term Loan Repayment Date occurring within the 12 months following such prepayment and, second, on a pro rata basis among the prepayments with respect thereto remaining to be made on each other Term Loan Repayment Date. If the then outstanding Term Loans have been repaid in full, mandatory and optional prepayments made shall be applied 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 sentence of this paragraph, to repay Second Lien Loans. If the then outstanding Term Loans and Second Lien Loans have been repaid in full in accordance with the 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 accordance with Section 2.18(i), in each case, in an amount equal to the excess of the aggregate amount of such Loans and Letters of Credit over the Commitment thereunder as so reduced. (ii) Amounts to be applied pursuant to this Section 2.10 to the prepayment of Tranche A-2 Term Loans and Tranche A-1 Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, and, second, any respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term 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 (an “Excess Amount”"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 BorrowersBorrower, the Excess Amount balance of such prepayment 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; 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 made without reduction to the Revolving Commitments.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunderExcept as expressly provided in this Agreement, the Administrative all prepayments of principal made by Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Loans 4.4 shall be applied, as applicablein each case, first in proportional amounts equal to reduce each Lender's applicable Pro Rata Share of such prepayment, (i) first, to the payment of the then outstanding ABR Revolving balance of the Swing Line Loans, and(ii) next, secondto the payment of the then outstanding balance of the Revolving Loans constituting Base Rate Loans, (iii) next, to the payment of the then outstanding balance of Revolving Loans constituting Eurodollar Loans, in such order as Borrower shall request (and in the absence of such request, as Administrative Agent shall determine) and (iv) next, to the cash collateralization of LC Obligations (in the manner set forth in Section 4.4(a)). If any amounts remaining after each repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such application Borrowing to an amount less than the Minimum Borrowing Amount, such 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 to prepay Eurodollar Revolving Loans. Notwithstanding the foregoingpayment of interest before application to payment of principal and shall include amounts payable, if any, under Section 3.5; provided, however, that to the amount extent that any prepayment required by Section 4.4 would require prepayment 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 Eurodollar Loan on terms reasonably satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Revolving Loans on a day other than the last day of the then next-expiring Interest Period for Eurodollar Revolving Loans; provided that (i) interest with respect thereto and would result in respect the incurrence of such Excess Amount shall continue costs pursuant 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 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 such Borrowing, at Borrower's option, may be paid on such day to Administrative Agent mayand held as cash in a collateral account established by Administrative Agent, and upon written direction from for the Required Lenders shallbenefit of the Lenders, apply any or all proceeds then on deposit to securing such Borrowing until the payment last day of such Loans in an amount equal the Interest Period with respect to such Excess Amount or (B) prepaid immediatelyBorrowing, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment at which time such amount shall be made without reduction applied 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 Revolving Commitmentsnecessity and duration of any deferral of prepayment pursuant to this proviso).

Application of Prepayments. 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 such prepayment pursuant to Section 2.10(d2.05(a) or (h), as applicable, subject to the provisions of this Section 2.10(c2.05(g). Any prepayments pursuant to Section 2.05(a), (c), (d), (e) or (f) shall be applied to reduce scheduled payments required under Section 2.07, first, at the Borrower’s option, to any scheduled principal installments of Term Loans due within the following twelve months, and second, on a pro rata basis to all remaining scheduled principal installments of the Term Loans. Amounts to be applied pursuant to this Section 2.10 2.05 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Base Rate Term Loans and Base Rate Revolving Loans, and, second, any respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans or Eurodollar Rate Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.05 shall be in excess of the amount of the ABR Base Rate 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 Base Rate Loans shall be immediately prepaid and, at the election of the BorrowersBorrower, 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 Revolving Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving 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 until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans; Loans and (ii) at any time while an Event of 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 such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction to the Revolving Commitments3.05.

Application of Prepayments. (i) 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 such prepayment pursuant to Section 2.10(d2.10(g)(iii), subject to the provisions of this Section 2.10(c2.10(g)(i). Any prepayments required pursuant to Section 2.10 (c)-(f) shall be applied (x) first to reduce the next four scheduled payments of Initial Term Loans, Extended Term Loans and Incremental Term Loans required to be made under Section 2.09(a) in direct order of maturity, on a pro rata basis among such Term Loans, (y) second on a pro rata basis among the payments on account of Initial Term Loans, Extended Term Loans and Incremental Term Loans remaining to be made on each Term Loan Repayment Date and the Final Maturity Date and and then to reduce payments required under Section 2.09(b), and (z) third to the extent there are prepayment amounts remaining after the application of such prepayments under clauses first and second, such excess amounts shall be applied to the prepayment of outstanding Revolving Loans and to Cash Collateralize outstanding Letters of Credit (and with a corresponding reduction in Revolving Commitments if, and only if, a Default or Event of Default has occurred and is continuing at the time such prepayment is made) and Borrower shall comply with Section 2.10(b). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied to the remaining scheduled payments of Initial Term Loans, Extended Term Loans and Incremental Term Loans required to be made under Section 2.09(a) on a pro rata basis among such Term Loans as directed by Borrower (or, in the absence of any such direction, in direct order of maturity) unless otherwise agreed by the adversely affected Lenders. (ii) 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, and, second, any respectively. 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 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 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 or 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 made without reduction to the Revolving Commitmentsas applicable.

Application of Prepayments. Mandatory prepayments shall be applied to any Term Loans outstanding. 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 such prepayment pursuant to Section 2.10(d2.10(h), subject to the provisions of this Section 2.10(c2.10(g). Any prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (e) or (f) shall be applied to reduce scheduled repayments required under Section 2.09, in direct order to such scheduled repayments due on the Term Loan Repayment Dates occurring following such prepayment. Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Term Loans shall be applied, as applicable, applied first to reduce outstanding ABR Revolving Term Loans, and, second, any . Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving 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 is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the BorrowersBorrower, 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 Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving 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 until such Excess Amount shall have been used in full to repay such Loans; 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 made without reduction to the Revolving Commitments.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, (i) Any prepayments made by the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(d), subject to the provisions of this Section 2.10(c). 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, and, second, any amounts remaining after each such application Sections 5.3(a) 5.3(b) or 5.3(c) above shall be applied as follows: first, to prepay Eurodollar Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Lenders then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Lenders based on their respective Ratable Shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the 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 same shall have been paid in full, to the Swingline Loan Lender, sixth, to the principal balance of the Revolving Credit Loans, until the 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. Notwithstanding The Revolving Credit Commitments of the foregoing, if Lenders shall not be permanently reduced by 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”)prepayments made pursuant to clauses fifth through seventh above, 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 unless a Potential Default or an Event of Default has occurred and is continuing, the Administrative Agent may, continuing and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit so request. (ii) All prepayments required pursuant to this Section 5.3 shall first be applied among the Interest Rate Options to the payment principal amount of such the Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing subject to the Base Rate Option, then to Loans subject to a Term SOFR Rate Option. In accordance with Section 5.10, the Borrower shall indemnify the Lenders under Section 2.13. Any mandatory prepayment shall be made without reduction for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a Term SOFR Rate Option on any day other than the Revolving Commitmentslast day of the applicable Interest Period.