Common use of Application to Repayment Amounts Clause in Contracts

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent.

Application to Repayment Amounts. Each prepayment of Loans required by Section 5.2(a) (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to except as provided in Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated (i) first, to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of then outstanding (ratably to each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive or on a less than pro rata share of any such mandatory prepayment and taking into account any reduction in ratable basis, if agreed to by the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(iiLoans) and (B) each prepayment based on then remaining principal amounts of the respective Classes of Term Loans required by Section 5.2(a)(ithen outstanding) until paid in connection with a Debt Incurrence Prepayment Event shall be allocated full, (ii) second, to any the Term C Loans then outstanding (ratably to each Class of Term C Loans outstanding as directed (or on a less than ratable basis, if agreed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term C Loans) based on the remaining principal amounts of the respective Classes of Term C Loans then outstanding) until paid in full and shall be applied (iii) thereafter, to reduce such scheduled Repayment Amounts within the Revolving Credit Facility (ratably to each Class of Revolving Credit Commitments (or on a less than ratable basis if agreed by the Lenders providing such Class of Revolving Credit Commitments) based on the respective Revolving Credit Commitments of each Class) (without any permanent reduction in accordance with Section 5.2(d)(iicommitments thereof); provided that, with respect to the allocation Net Cash Proceeds of such prepayments under clause (A) above onlyan Asset Sale Prepayment Event, between an Existing Term Loan Class and Extended Term Loans of Recovery Prepayment Event or Permitted Sale Leaseback, in each case solely to the same Extension Seriesextent with respect to any Collateral, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least use a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice portion of such prepayment Net Cash Proceeds to each Lender prepay or repurchase Permitted Other Debt (and the Administrative Agent will promptly provide with such notice to each Lender, (Bprepaid or repurchased Permitted Other Debt permanently extinguished) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and constituting First Lien Obligations to the extent any applicable Permitted Other Debt Document requires the issuer of such Permitted Other Debt to prepay or make an offer to purchase or prepay such Permitted Other Debt with the proceeds of such Prepayment Event, in each case in an amount not to exceed 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 the Permitted Other Debt constituting First Lien Obligations and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Debt and the outstanding principal amount of Term Loans and Term C Loans. Each prepayment is so refused, of Loans required by Section 5.2(a) shall be applied within each Class of Loans (i) ratably among the Lenders holding Loans of such amounts may be retained Class (unless otherwise agreed by the Borrower (the “Retained Refused Proceeds”an applicable affected Lender) and (Cii) to scheduled amortization payments in respect of such Loans in direct forward order of scheduled maturity thereof or as otherwise directed by the Borrower will make all such prepayments not so refused upon Borrower. Any prepayment of Term Loans, Term C Loans or Revolving Credit Loans with the tenth Business Day after the Lender received first notice Net Cash Proceeds of, or in exchange for, Permitted Other Debt, Refinancing Term Loans or Replacement Term Loans pursuant to Section 5.2(a)(iii)(B) shall be applied solely to each applicable Class or Classes of repayment from the Administrative AgentTerm Loans, Term C Loans or Revolving Credit Loans being refinanced or replaced.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2021 Term Loans, the 2022 Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation any such Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2021 Term Lender, 2022 Term Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. Each prepayment of Loans required by Section 5.2(a) (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to except as provided in Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated (i) first, to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of then outstanding (ratably to each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive or on a less than pro rata share of any such mandatory prepayment and taking into account any reduction in ratable basis, if agreed to by the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(iiLoans) and (B) each prepayment based on then remaining principal amounts of the respective Classes of Term Loans required by Section 5.2(a)(ithen outstanding) until paid in connection with a Debt Incurrence Prepayment Event shall be allocated full, (ii) second, to any the Term C Loans then outstanding (ratably to each Class of Term C Loans outstanding as directed (or on a less than ratable basis, if agreed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term C Loans) based on the remaining principal amounts of the respective Classes of Term C Loans then outstanding) until paid in full and shall be applied (iii) thereafter, to reduce such scheduled Repayment Amounts within the Revolving Credit Facility (ratably to each Class of Revolving Credit Commitments (or on a less than ratable basis if agreed by the Lenders providing such Class of Revolving Credit Commitments) based on the respective Revolving Credit Commitments of each Class) (without any permanent reduction in accordance with Section 5.2(d)(iicommitments thereof); provided that, with respect to the allocation Net Cash Proceeds of such prepayments under clause (A) above onlyan Asset Sale Prepayment Event, between an Existing Term Loan Class and Extended Term Loans of Recovery Prepayment Event or Permitted Sale Leaseback, in each case solely to the same Extension Seriesextent with respect to any Collateral, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least use a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice portion of such prepayment Net Cash Proceeds to each Lender prepay or repurchase Permitted Other Debt (and the Administrative Agent will promptly provide with such notice to each Lender, (Bprepaid or repurchased Permitted Other Debt permanently extinguished) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and constituting First Lien Obligations to the extent any applicable Permitted Other Debt Document requires the issuer of such Permitted Other Debt to prepay or make an offer to purchase or prepay such Permitted Other Debt with the proceeds of such Prepayment Event, in each case in an amount not to exceed 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 the Permitted Other Debt constituting First Lien Obligations and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Debt and the outstanding principal amount of Term Loans and Term C Loans. Each prepayment is so refused, of Loans required by Section 5.2(a) shall be applied within each Class of Loans (i) ratably among the Lenders holding Loans of such amounts may be retained Class (unless otherwise agreed by the Borrower (the “Retained Refused Proceeds”an applicable affected Lender) and (Cii) to scheduled amortization payments in respect of such Loans in direct forward order of scheduled maturity thereof or as otherwise directed by the Borrower will make all such prepayments not so refused upon Borrower. Any prepayment of Term Loans with the tenth Business Day after the Lender received first notice Net Cash Proceeds of, or in exchange for, Permitted Other Debt, Refinancing Term Loans or Replacement Term Loans pursuant to Section 5.2(a)(iii)(B) shall be applied solely to each applicable Class or Classes of repayment from the Administrative AgentTerm Loans, Term C Loans or Revolving Credit Loans being refinanced or replaced.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been the subject to of a Section 13.6(g) transactiontransaction that was offered to all Lenders within such Class), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(f), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i5.2(a) shall be allocated pro rata among the Initial Term Loans, the New Term Loans and the Extended Term Loans based on the applicable remaining Repayment Amounts due thereunder (or, in connection with the case of a Debt Incurrence Prepayment Event described in Section 10.1(w)(i), allocated among the Classes of Term Loans contemplated to be refinanced in connection with such Debt Incurrence Prepayment Event) and shall be allocated to any applied within each Class of Term Loans outstanding in respect of such Term Loans in direct order of maturity thereof or as otherwise directed by the Borrower (subject to the requirement Borrower; provided that the proceeds of if any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Serieshave been established hereunder, the Borrower may allocate such prepayments as the Borrower may specify, subject prepayment in its sole discretion to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or in lieu of allocating such payment to such Class of Extended Term Loans of the Existing (except, as to Term Loan Class have Loans made pursuant to a Joinder Agreement, as otherwise been repaid set forth in fullsuch Joinder Agreement, or as to a Replacement Term Loan). (ii) With . Subject to Section 5.2(f), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each New Term Loan Lender or Lender of Extended Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepaymentLoans, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentas applicable.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower shall not prepay any Term Loans until the date that is specified in clause (C) below) (such refused amounts, the “Retained First Refused Proceeds”) and ), (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative AgentAgent and (D) thereafter, any First Refused Proceeds shall be offered in accordance with the mandatory prepayment provisions of the Second Lien Credit Agreement (or the applicable corresponding provisions of any document governing Indebtedness representing Permitted Refinancing Indebtedness in respect thereof), and to the extent any such prepayment is refused by the lenders thereunder, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) (it being understood that if no Term Loans are outstanding at the time the notice referenced in clause (A) above is required to be delivered, such prepayment shall be deemed First Refused Proceeds without any further action by the Borrower for purposes of this Section 5.2(c)(ii)).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(f), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii)except as may otherwise be set forth in any Joinder Agreement, (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstandingany Refinancing Amendment, pro rata, based upon the applicable remaining Repayment Amounts due any Extension Amendment or any amendment in respect of each such Class of Replacement Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i), (ii) in connection with a Debt Incurrence Prepayment Event or (v) (A) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject x) prior to the requirement that six-month anniversary of the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Closing Date, shall be applied first, pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each Initial Term B-2 Loans until such Lender under each such Class of Initial Term B-2 Loans, together with all accrued but unpaid interest thereon, have been paid in full, and, second, pro rata among the Initial Term B-1 Loans and any New Term Loans, Refinancing Term Loans, Extended Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Replacement Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, then outstanding based upon on the applicable remaining Repayment Amounts due in respect thereofthereunder, of and (y) thereafter, pro rata among the Initial Term Loans of the Existing and any New Term Loan ClassLoans, if anyRefinancing Term Loans, from which such Extended Term Loans were converted or exchanged and Replacement Term Loans then outstanding based on the applicable remaining Repayment Amounts due thereunder and (or B) shall be applied within each Class of Term Loans in respect of such Term Loans in direct forward order of scheduled maturity thereof or as otherwise directed by the Existing Borrower; provided any Class of New Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) Loans, Refinancing Term Loans, Extended Term Loans and Section 5.2(a)(ii) (Replacement Term Loans may specify that one or more other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender Classes of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained prepaid prior to such Class of New Term Loans, Refinancing Term Loans, Extended Term Loans and Replacement Term Loans. Any prepayment of Term Loans with the Net Cash Proceeds of, or in exchange for, Permitted Other Indebtedness, Refinancing Term Loans or Replacement Term Loans pursuant to Section 5.2(a)(iii) shall be applied solely to each applicable Class or Classes of Term Loans being refinanced as selected by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative AgentBorrower.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first penultimate proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event (other than a Specified Debt Incurrence Prepayment Event), shall be allocated to each Class of Term Loans outstanding on a pro rata basis and shall be applied to reduce scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Specified Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii5.2(d)(i); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such LenderXxxxxx’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2020 Term A Loans, the 2021 New Term Loans, the 2022 New Term Loans, the 2022D New Dollar Term Loans, the 2024 New Dollar Term Loans, the 2024A New Dollar Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation any such Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2020 Term A Lender, 2021 New Term Lender, 2022 New Term Lender, 2022D New Dollar Term Lender, 2024 New Dollar Term Lender, 2024A New Dollar Term Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each Each prepayment of Term Loans required by Section 5.2(a)(i5.2(a) shall (unless otherwise indicated below) be initially allocated pro rata among the Tranche A-1 Term Loans, the Tranche A-2 Term Loans, the Tranche E Term Loans, the Tranche G Term Loans, the Tranche H Term Loans and the Tranche I Term Loans and each such prepayment of Term Loans (including those prepayments described below) shall be applied to reduce the applicable Repayment Amounts in connection such order as the US Borrower (on its own behalf and on behalf of the UK Borrower) may determine up to an amount equal to the aggregate amount of the applicable Repayment Amounts required to be made by the US Borrower or the UK Borrower pursuant to Section 2.5(b)(i), (ii), (iii), (iv), (v) or (vi), as the case may be, during the two year period immediately following the date of the prepayment (such amount being, the “Amortization Amount”); provided, that to the extent that the amount of the prepayment exceeds the Amortization Amount, such excess shall be applied ratably to reduce the then remaining Repayment Amounts under such Term Facility; provided further, that, notwithstanding anything to the contrary contained herein, with respect to any prepayment of Term Loans required by Section 5.2(a) that results from a Debt Incurrence Prepayment Event in respect of any incurrence of Incremental Refinancing Term Loans pursuant to Section 2.15, any incurrence of Indebtedness pursuant to clause (ii) of Section 10.1(n) and any incurrence of Indebtedness pursuant to Section 10.1(q), such prepayment shall be initially allocated to any Class of pro rata among the Tranche A-1 Term Loans, the Tranche A-2 Term Loans, the Tranche E Term Loans outstanding and the Tranche G Term Loans until such time as directed by the Borrower (subject all such Term Loans have been repaid in full and, other than with respect to the requirement that the proceeds of any Specified a Debt Incurrence Prepayment Event shall in all cases be applied respect of any incurrence of Indebtedness pursuant to prepay or repay the applicable Refinanced IndebtednessSection 10.1(q), shall be applied thereafter, pro rata to Lenders within each such Class, based upon among the outstanding principal amounts owing to each such Lender under each such Class of remaining Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) Loans. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the US Borrower (on its own behalf and on behalf of the UK Borrower) will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Term Loan Lender, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Eventeach Tranche E Term Loan Lender, each Tranche G Term Loan Lender, each Tranche H Term Loan Lender of and each Tranche I Term Loans Loan Lender will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three fifteen Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent US Borrower and the UK Borrower shall not prepay any such prepayment Tranche E Term Loans, Tranche G Term Loan, Tranche H Term Loans and Tranche I Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (Ciii) the US Borrower and the UK Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after the Lender received first notice of repayment from and (y) such time as the Administrative AgentAgent has received notice from each Lender that it consents to or refuses such prepayment and (iv) any prepayment so refused may be retained by the US Borrower or the UK Borrower, as the case may be; provided, that any prepayment so refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of the issuance of Permitted Additional Subordinated Notes shall be allocated pro rata to the then outstanding Tranche A-1 Term Loans and Tranche A-2 Term Loans and shall be applied as set forth above in this paragraph (c).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first penultimate proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event (other than a Specified Debt Incurrence Prepayment Event), shall be allocated to each Class of Term Loans outstanding on a pro rata basis and shall be applied to reduce scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Specified Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii5.2(d)(i); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c)), the first proviso to Section 5.2(a)(i) and the first proviso to last sentence of Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii5.2(a)(ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to the applicable Class of Term Loans being refinanced thereby (or, if none, any Class of Term Loans outstanding outstanding) as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or unless such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Term Loans required by Sections 5.2(a)(i) and (iiSection 5.2(a) (other than except as provided in connection with a Debt Incurrence Prepayment EventSection 5.2(a)(iii)) shall be allocated (i) first, to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of then outstanding (ratably to each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive or on a less than pro rata share of any such mandatory prepayment and taking into account any reduction in ratable basis, if agreed to by the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(iiLoans) and (B) each prepayment based on then remaining principal amounts of the respective Classes of Term Loans required by Section 5.2(a)(ithen outstanding) until paid in connection with a Debt Incurrence Prepayment Event shall be allocated full and (ii) second, to any the Term C Loans then outstanding (ratably to each Class of Term C Loans outstanding as directed (or on a less than ratable basis, if agreed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term C Loans) based on the remaining principal amounts of the respective Classes of Term C Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class then outstanding) until paid in accordance with Section 5.2(d)(ii)full; provided that, with respect to the allocation Net Cash Proceeds of such prepayments under clause (A) above onlyan Asset Sale Prepayment Event, between an Existing Term Loan Class and Extended Term Loans of Recovery Prepayment Event or Permitted Sale Leaseback, in each case solely to the same Extension Seriesextent with respect to any Collateral, the Borrower may allocate use a portion of such prepayments as Net Cash Proceeds to prepay or repurchase Permitted Other Debt or other Indebtedness that ranks pari passu with the Borrower may specifyObligations (such indebtedness, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii“Additional Debt”) (other than any and with such prepaid or repurchased Additional Debt Incurrence Prepayment Event), (Apermanently extinguished) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and constituting First Lien Obligations to the extent any applicable document governing such Additional Debt requires the issuer of such Additional Debt to prepay or make an offer to purchase or prepay such Additional Debt with the proceeds of such Prepayment Event, in each case in an amount not to exceed 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 the Additional Debt constituting First Lien Obligations and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Additional Debt and the outstanding principal amount of Term Loans and Term C Loans. Each prepayment is so refused, of Loans required by Section 5.2(a) shall be applied within each Class of Loans (i) ratably among the Lenders holding Loans of such amounts may be retained Class (unless otherwise agreed by the Borrower (the “Retained Refused Proceeds”an applicable affected Lender) and (Cii) to scheduled amortization payments in respect of such Loans in direct forward order of scheduled maturity thereof or as otherwise directed by the Borrower will make all such prepayments not so refused upon Borrower. Any prepayment of Term Loans, Term C Loans or Revolving Credit Loans with the tenth Business Day after the Lender received first notice Net Cash Proceeds of, or in exchange for, Permitted Other Debt, Refinancing Term Loans or Replacement Term Loans pursuant to Section 5.2(a)(iii)(B) shall be applied solely to each applicable Class or Classes of repayment from the Administrative AgentTerm Loans, Term C Loans or Revolving Credit Loans being refinanced or replaced.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Term Loans required by Sections 5.2(a)(i4.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such the scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least on a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) basis. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the Borrower will, not later than the date specified in Section 5.2(a4.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three eight Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower shall not prepay any Term Loans until the date that is specified in clause (iv) below) (such refused amounts, the “Retained First Refused Proceeds”), (iii) the First Refused Proceeds will be re-offered for prepayment to the Lenders not having refused a prepayment under clause 4.2(b)(ii) above by the Administrative Agent promptly providing notice of such re-offer to each such Lender, each such Lender will have the right to refuse any such re-offer of prepayment by giving written notice of such refusal to the Borrower within five Business Days after such Lender’s receipt of notice from the Administrative Agent of such re-offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (Civ) below) (such refused amounts, the “Final Refused Proceeds”), (iv) the Borrower will make all such prepayments not so refused upon the tenth earlier of (x) the fifteenth Business Day after the Lender received first notice of at repayment from the Administrative AgentAgent and (y) such time as the Borrower has received notice from any Lender that it consents to such prepayment, (v) thereafter, any remaining Final Refused Proceeds may be retained by the Borrower.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(f), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and or (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated (x) pro rata to the Classes amounts due in respect of the Repayment Amounts owing with respect to the Initial Term Loans outstandingand Incremental Term Loans, if any on the next four Initial Term Loan Repayment Dates or Incremental Term Loan Repayment Dates, as applicable, with respect to which a Repayment Amount is outstanding as of the date of such prepayment and (y) after satisfaction of the amounts under clause (x), pro rata, rata among the Initial Term Loans and any Incremental Term Loans based upon on the applicable remaining Repayment Amounts due in respect of thereunder and shall be applied within each such Class of Term Loans (excluding any Class in respect of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied on a ratable basis to reduce such scheduled remaining Repayment Amounts within each such Class in accordance with Section 5.2(d)(iiAmounts; provided that (i) and (B) each any prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence an Equity Offering Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon among the outstanding principal amounts owing to each such Lender under each such Class of Initial Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended any Incremental Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon on the applicable remaining Repayment Amounts due thereunder and shall be applied within each Class of Term Loans in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). and on a ratable basis to such remaining Repayment Amounts and (ii) With the Borrower may allocate a greater proportion of such prepayment in its sole discretion to the Initial Term Loans to the extent agreed to by the Lenders providing any applicable Incremental Term Loans outstanding at such time. Subject to Section 5.2(f), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Term Loan Lender and the Administrative Agent will promptly provide such notice to each or Incremental Term Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentas applicable.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 Term Loans, the 2017 Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled the unpaid Repayment Amounts within each due in respect of such Class Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation, the 2018 Term Loans, the 2017 Term Loans and the 2017B Term Loans) any such mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 Term Loan Lender, 2018B Term Loan Lender, 2017 Term Loan Lender, 2017B Term Loan Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 Term Loans, the 2017 Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled the unpaid Repayment Amounts within each due in respect of such Class Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation, the 2018 Term Loans, the 2017 Term Loans and the 2017B Term Loans) any such mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 Term Loan Lender, 2017 Term Loan Lender, 2017B Term Loan Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated applied to reduce the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining scheduled Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed in direct order of maturity; provided that, subject to receive a less than the pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment application to Repayment Amounts within any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that following limitations: (A) the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (Amade pursuant to Section 5.2(a)(ii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full); (B) the Borrower may not allocate any mandatory prepayments (1) made pursuant to Section 5.2(a)(i) (other than in connection with a Debt Incurrence Prepayment Event) to any Class of Term Loans unless such prepayment is accompanied by a pro rata repayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class, if any, from which such Class of Term Loans was exchanged and Extended Term Loans, if any, that were originally exchanged from such Class of Term Loans and (2) made pursuant to Section 5.2(a)(i) in connection with any Debt Incurrence Prepayment Event unless all Existing Term Loans have been repaid in full; and (C) prepayments within any Class of Term Loans must be applied (1) pro rata to Repayment Amounts within any Class of Term Loans and (2) to reduce the scheduled Repayment Amounts in direct order of maturity. (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lenderof Term Loans, (B) other than if the Administrative Agent shall promptly provide notice of such prepayment arises due to a Specified Debt Incurrence Prepayment Eventeach Lender of Term Loans, (C) each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three fifteen Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent Borrower shall not prepay any such prepayment Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (CD) the Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after and (y) such time as the Borrower has received notice from each Lender received first notice that it consents to or refuses such prepayment and (E) any prepayment so refused may be retained by the Borrower; provided, that any prepayment so refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of repayment from the Administrative Agentissuance of Permitted Additional Notes shall be re-allocated to the then outstanding Term Loans and shall be applied as set forth above in this paragraph (c).” (ii) Section 5.2(d) of the Credit Agreement is hereby deleted and replaced with the following:

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii5.2(a)(i), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transactionprepayment), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such LenderXxxxxx’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower shall not prepay any Term Loans until the date that is specified in clause (C) below) (such refused amounts, the “Retained Refused Proceeds”) and ), (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative AgentAgent and (D) thereafter, the Retained Refused Proceeds may be retained by the Borrower (it being understood that if no Term Loans are outstanding at the time the notice referenced in clause (A) above is required to be delivered, such prepayment shall be deemed Retained Refused Proceeds without any further action by the Borrower for purposes of this Section 5.2(c)(ii)).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 Term Loans, the 2017 Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled the unpaid Repayment Amounts within each due in respect of such Class Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation, the 2018 Term Loans and the 2017 Term Loans) any such mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 Term Loan Lender, 2017 Term Loan Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2021 New Term Loans, the 2022 New Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation any such Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2021 New Term Lender, 2022 New Term Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each Each prepayment of Term Loans required by Section 5.2(a)(i5.2(a) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to Classes of Term Loans on a pro rata basis and to reduce such scheduled the Term Loan Repayment Amounts within each in such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments order as the Borrower may specify, subject determine up to an amount equal to the limitation aggregate amount of the applicable Term Loan Repayment Amounts required to be made by the Borrower pursuant to Section 2.5(b) during the two year period immediately following the date of the prepayment (such amount being, the “Amortization Amount”); provided, that to the extent that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, amount of the Term Loans of prepayment exceeds the Existing Amortization Amount, such excess shall be applied ratably to reduce the then remaining Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) Repayment Amounts. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Term Loan Lender, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Term Loan Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three fifteen Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent Borrower shall not prepay any such prepayment Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (Ciii) the Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after the Lender received first notice of repayment from and (y) such time as the Administrative AgentAgent has received notice from each Lender that it consents to or refuses such prepayment and (iv) any prepayment so refused may be retained by the Borrower.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied pro rata to the Term Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied pro rata to the Term Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans and the Administrative Agent will promptly provide such notice to each LenderLender of Term Loans, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Term Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three five Business Days after such LenderTerm Xxxxxx’s receipt of notice from the Administrative Agent of such prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below) (such refused amounts, the “Refused Proceeds”), (C) the Refused Proceeds will be re-offered for prepayment to the Term Lenders not having refused a prepayment under this Section 5.2(c)(ii) by the Administrative Agent promptly providing notice of such re-offer to each such Term Lender, each such Term Lender will have the right to refuse any such re-offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Xxxx Xxxxxx’s receipt of notice from the Administrative Agent of such re-offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below), (D) the Borrower will make all such prepayments not so refused upon the earlier of (x) the tenth Business Day after the Term Lenders received first notice of repayment from the Administrative Agent and (y) such time as the Borrower has received notice from any Term Lender that it consents to such prepayment, and to the extent (E) thereafter, any such prepayment is so refused, such amounts remaining Refused Proceeds may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each Each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be initially allocated to any Class of pro rata among the Tranche A Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Tranche B Term Loans and shall be applied to reduce such scheduled the applicable Repayment Amounts within each in such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments order as the Borrower may specify, subject determine up to an amount equal to the limitation aggregate amount of the applicable Repayment Amounts required to be made by the Borrower pursuant to Section 2.5(b) and (c) during the two year period immediately following the date of the prepayment (such amount being, the “Amortization Amount”), provided that to the extent that the Borrower amount of the prepayment exceeds the Amortization Amount, such excess shall not allocate be applied ratably to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon reduce the applicable then remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which under such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) Credit Facility. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Tranche A Term Loan Lender and the Administrative Agent will promptly provide such notice to each Tranche B Term Loan Lender, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Eventso long as any Tranche A Term Loans are outstanding, each Tranche B Term Loan Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three fifteen Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent Borrower shall not prepay any such prepayment Tranche B Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (Ciii) the Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after and (y) such time as the Borrower has received notice from each Lender received first notice that it consents to or refuses such prepayment and (iv) any prepayment so refused may be retained by the Borrower, provided that any prepayment so refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of repayment from the Administrative Agentissuance of Permitted Additional Notes shall be allocated to the then outstanding Tranche A Term Loans and shall be applied as set forth above in this paragraph (c).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts outstanding principal amount due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii)Loans; provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, prepayment of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower shall not prepay any Term Loans until the date that is specified in clause (C) below) (such refused amounts, the “Retained First Refused Proceeds”) and ), (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative AgentAgent and (D) thereafter, any First Refused Proceeds may be retained by the Borrower (the “Retained Refused Proceeds”) (it being understood that if no Term Loans are outstanding at the time the notice referenced in clause (A) above is required to be delivered, such prepayment shall be deemed First Refused Proceeds without any further action by the Borrower for purposes of this Section 5.2(c)(ii)).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(f), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Classamong the Initial Term Loans, based upon the outstanding principal amounts owing to each such Lender under each such Class of Delayed Draw Term Loans, the New Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon on the applicable remaining Repayment Amounts due thereunder and shall be applied within each Class of Term Loans in respect thereof, of the such Term Loans in direct order of maturity thereof or as otherwise directed by the Existing Borrowers; provided that the Borrowers may allocate a greater proportion of such prepayment in its sole discretion to the Initial Term Loan Class, if any, from which such Loans to the extent agreed to by the Lenders providing any applicable New Term Loans and/or Extended Term Loans were converted or exchanged (or outstanding at such Term Loans of the Existing Term Loan Class have otherwise been repaid in fulltime. Subject to Section 5.2(f). (ii) With , with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower Borrowers will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, Agent written notice which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Term Loan Lender, Delayed Draw Term Loan Lender, New Term Loan Lender or Lender of Extended Term Loans, as applicable. (d) Application to Term Loans. With respect to each prepayment of Term Loans required by Section 5.2(a), the Borrowers may, if applicable, designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided, that if any Lender has provided a Rejection Notice in compliance with Section 5.2(f), such prepayment shall be applied with respect to the Term Loans to be prepaid on a pro rata basis across all outstanding Types of such Term Loans in proportion to the percentage of such outstanding Term Loans to be prepaid represented by each such Class. In the absence of a Rejection Notice or a designation by the Borrowers as described in the preceding sentence, the Administrative Agent will promptly provide such notice to each Lender-129- shall, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal subject to the Administrative Agent and the Borrower within three Business Days after above, make such Lender’s receipt of notice from the Administrative Agent of such prepaymentdesignation in its reasonable discretion with a view, and but no obligation, to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentminimize breakage costs owing under Section 2.11.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i), (ii) and (ii) (other than in connection with a Debt Incurrence Prepayment Eventiii) shall be allocated to pro rata among 2014 Term Loans, 2017 Term Loans, the Classes of Incremental Term Loans, and the Extended Term Loans outstanding, pro rata, (other than the 2017 Term Loans) based upon the applicable remaining Repayment Amounts due in respect thereof and be applied to reduce the scheduled Repayment Amounts in direct order of each such Class of Term Loans (excluding any Class of Term Loans that has agreed maturity; provided that, subject to receive a less than the pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment application to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each ClassLenders, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that following limitations: (A) the Borrower shall not allocate to Extended Term Loans of any Extension Series (including the 2017 Term Loans) any such mandatory prepayment under such clause (A1) made pursuant to Section 5.2(a)(ii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class or Classes, if any, from which such Extended Term Loans were exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid in full) or (2) made pursuant to Section 5.2(a)(iii) unless all 2014 Term Loans have been repaid in full; (B) the Borrower may not allocate any mandatory prepayments made pursuant to Section 5.2(a)(i) to any Class of Term Loans unless such prepayment is accompanied by at least a pro rata repayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class, if any, from which such Class of Term Loans was exchanged and Extended Term Loans, if any, that were originally converted from such Class of Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class, if any, from which such Class have otherwise been repaid of Term Loans was converted); and (C) prepayments within any Class of Term Loans must be applied (1) pro rata to the Lenders, based upon the outstanding principal amounts owing within such Class of Term Loans and (2) to reduce the scheduled Repayment Amounts in fulldirect order of maturity. Subject to Section 5.2(h). (ii) With , with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans. (ii) Each prepayment of Term Loans required by Section 5.2(a)(iv) shall be allocated pro rata among the 2014 Term Loans, the 2017 Term Loans, the Incremental Term Loans, and the Administrative Agent will promptly provide Extended Term Loans (other than the 2017 Term Loans) based upon the applicable remaining Repayment Amounts due in respect thereof and be applied to reduce the scheduled Repayment Amounts in direct order of maturity; provided that, subject to the pro rata application to Lenders, based upon the outstanding principal amounts owing within any Class of Term Loans, the Borrower may allocate such notice prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to each Lenderthe following limitations: (A) the Borrower shall not allocate to Extended Term Loans of any Extension Series (including the 2017 Term Loans) any mandatory prepayment made pursuant to Section 5.2(a)(iv) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class or Classes, if any, from which such Extended Term Loans were exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid in full) and (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender prepayments within any Class of Term Loans will have must be applied (1) pro rata to Lenders, based upon the right outstanding principal amounts owing within any Class of Term Loans and (2) to refuse reduce the scheduled Repayment Amounts in direct order of maturity. Each prepayment of Deposit L/C Loans required by Section 5.2(a)(iv) shall be allocated pro rata among the 2014 Deposit L/C Loans, the 2017 Deposit L/C Loans, the Incremental Deposit L/C Loans and the Extended Deposit L/C Loans (other than the 2017 Deposit L/C Loans) based on the outstanding principal amounts due thereon; provided that, subject to the pro rata application to Lenders, based upon the outstanding principal amounts owing within any Class of Deposit L/C Loans, the Borrower may allocate such prepayment by giving written notice in its sole discretion among the Class or Classes of such refusal Deposit L/C Loans as the Borrower may specify, subject to the Administrative Agent and limitation that the Borrower within three Business Days after such Lender’s receipt shall not allocate to Extended Deposit L/C Loans of notice from any Extension Series (including the Administrative Agent of such prepayment, and 2017 Deposit L/C Loans) any mandatory prepayment made pursuant to the extent any Section 5.2(a)(iv) unless such prepayment is so refusedaccompanied by at least a pro rata prepayment to the Lenders, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused based upon the tenth Business Day after outstanding principal amount owing of Deposit L/C Loans of the Lender received first notice Existing Deposit L/C Loan Class or Classes, if any, from which such Extended Deposit L/C Loans were exchanged (or such Deposit L/C Loans of repayment from the Administrative AgentExisting Deposit L/C Loan Class or Classes have otherwise been repaid in full).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(f), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Classamong the 2020 GDI Tranche B-2 Dollar Term Loans, based upon the outstanding principal amounts owing to each such Lender under each such Class of 2020 GDI Tranche B-2 Euro Term Loans, the 2020 Spinco Tranche B-1 Dollar Term Loans, the Series A New Term Loans, the other New Term Loans, the Additional Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon on the applicable remaining Repayment Amounts due thereunder and shall be applied first, to accrued interest and fees due on the amount of prepayment of Term Loans and second, within each Class of Term Loans in respect thereof, of the such Term Loans in direct order of the Existing Term Loan Class, maturity thereof; provided that if any, from which such any Class of Extended Term Loans were converted have been established hereunder, the Administrative Agent and Holdings (as agreed to in writing), the cost or exchanged (or such Term Loans other consequences of doing so would be excessive in view of the Existing Term Loan Class have otherwise been repaid benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in full). (ii) With respect adverse tax consequences as reasonably determined by Holdings in a writing delivered to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Capital Stock and Stock Equivalents issued by any Restricted Subsidiary for so long as such Restricted Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) constitute a Material Subsidiary) held directly by Holdings or any Guarantor, (ii) all evidences of Indebtedness in excess of the greater of (x) $35,000,000 and (y) 2.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time such evidence is delivered received by Holdings or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of the greater of (x) $35,000,000 and (y) 2.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed of Holdings or any Subsidiary that is owing to Holdings or any Guarantor, in each case, to be delivered to the Administrative Collateral Agent provide notice as security for the Obligations accompanied by undated instruments of transfer executed in blank under the Security Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (A) a global intercompany note superseding such prepayment promissory note has been delivered to each Lender and the Administrative Agent will promptly provide such notice to each LenderCollateral Agent, (B) such promissory note is not delivered to any party other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, Holdings or the Subsidiaries in each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) case owed money thereunder and (C) such promissory note indicates on its face that it is subject to the Borrower will make all such prepayments not so refused upon security interest of the tenth Business Day after the Lender received first notice of repayment from the Administrative Collateral Agent.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g14.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) (other than any prepayment of Term Loans required thereunder upon the occurrence of any Debt Incurrence Prepayment Event) or Section 5.2(a)(ii), shall be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in connection with a respect of Term Loans. Subject to Section 5.2(h), each prepayment of Term Loans required by Section 5.2(a)(i) upon the occurrence of any Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied on a pro rata to Lenders within each such Class, based upon basis among the outstanding principal amounts remaining unpaid Repayment Amounts owing to each such Lender under each such Class in respect of all Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided thatapplied, with respect first, to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining unpaid Repayment Amounts due in respect of all Term Loan during the succeeding 24 month period, in direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of the all Term Loans of the Existing Term Loan ClassLoans. Subject to Section 5.2(i), if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each unpaid Repayment Amount) requesting that the Administrative Agent provide notice of such prepayment to each Term Loan Lender and the Administrative Agent will promptly provide such notice to each or Extended Term Loan Lender, (B) other than if such prepayment arises due as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(i), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated to the right Series 2024 Term Loans and all other Term Loans and such payment shall be shared pro rata among all Series 2024 Term Loans and all other Term Loans based on the applicable remaining Repayment Amounts owing thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts owing in respect of such refusal to Series 2024 Term Loans and such other Term Loans on a pro rata basis among the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent remaining unpaid Repayment Amounts owing in respect of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative AgentTerm Loans.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2020 Term A Loans, the 2021 New Term Loans, the 2022 New Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation any such Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2020 Term A Lender, 2021 New Term Lender, 2022 New Term Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Tranche D Term Loans required by Sections 5.2(a)(iSection 5.2(a) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each in such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments order as the Borrower may specify, subject determine up to an amount equal to the limitation aggregate amount of the applicable Repayment Amounts required to be made by the Borrower pursuant to Section 2.5(b) during the two year period immediately following the date of the prepayment (such amount being, the “Amortization Amount”), provided that to the extent that the Borrower amount of the prepayment exceeds the Amortization Amount, such excess shall not allocate be applied ratably to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon reduce the applicable then remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) Amounts. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Tranche D Term Loan Lender, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Tranche D Term Loan Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three fifteen Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent Borrower shall not prepay any such prepayment Tranche D Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (Ciii) the Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after and (y) such time as the Borrower has received notice from each Lender received first notice that it consents to or refuses such prepayment and (iv) any prepayment so refused may be retained by the Borrower, provided that any prepayment so refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of repayment from the Administrative Agentissuance of Permitted Additional Subordinated Notes shall be allocated to the then outstanding Tranche D Term Loans and shall be applied as set forth above in this paragraph (c).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment EventSection 5.2(a) shall be initially allocated to pro rata among the Classes of Tranche A Term Loans, the Tranche B-1 Term Loans outstanding, pro rata, based upon and the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Tranche C Term Loans and shall be applied to reduce such scheduled the applicable Repayment Amounts within each in such Class in accordance with Section 5.2(d)(iiorder as the US Borrower (on its own behalf and on behalf of the UK Borrower) and (B) each prepayment may determine up to an amount equal to the aggregate amount of Term Loans the applicable Repayment Amounts required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall to be allocated to any Class of Term Loans outstanding as directed made by the US Borrower or the UK Borrower pursuant to Section 2.5(b)(i), (subject ii) or (iii), as the case may be, during the two year period immediately following the date of the prepayment (such amount being, the "Amortization Amount"), provided that to the requirement extent that the proceeds amount of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)prepayment exceeds the Amortization Amount, such excess shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied ratably to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable then remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or under such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) Facility. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the US Borrower (on its own behalf and on behalf of the UK Borrower) will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Term Loan Lender, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Tranche B-1 Term Loan Lender of and each Tranche C Term Loans Loan Lender will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the US Borrower within three fifteen Business Days after such Lender’s 's receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent US Borrower and the UK Borrower shall not prepay any such prepayment Tranche B-1 Term Loans or Tranche C Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (Ciii) the US Borrower and the UK Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after and (y) such time as the US Borrower has received notice from each Lender received first notice that it consents to or refuses such prepayment and (iv) any prepayment so refused may be retained by the US Borrower or the UK Borrower, as the case may be, provided that any prepayment so refused that relates to Net Cash Proceeds from (x) a PIK Proceeds Prepayment Event or (y) a Debt Incurrence Prepayment Event in respect of repayment from the Administrative Agentissuance of Permitted Additional Subordinated Notes shall be allocated to the then outstanding Tranche A Term Loans and shall be applied as set forth above in this paragraph (c).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 Term Loans, the 2017 Second New Term Loans, the 2018B New Term Loans, the 2021 Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation, the 2018 Term Loans and any such other Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 Term Loan Lender, 2018B New Term Loan Lender, 2017 Second New Term LoanLender, 2021 Term Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each Each prepayment of Term Loans required by Section 5.2(a)(i5.2(a) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each in such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments order as the Borrower may specify, subject determine up to an amount equal to the limitation aggregate amount of the applicable Repayment Amounts required to be made by the Borrower pursuant to Section 2.5(b) during the two year period immediately following the date of the prepayment (such amount being, the “Amortization Amount”), provided that to the extent that the Borrower amount of the prepayment exceeds the Amortization Amount, such excess shall not allocate be applied ratably to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon reduce the applicable then remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) Amounts. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Term Loan Lender, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Term Loan Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three fifteen Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent Borrower shall not prepay any such prepayment Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (Ciii) the Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after and (y) such time as the Borrower has received notice from each Lender received first notice that it consents to or refuses such prepayment and (iv) any prepayment so refused may be retained by the Borrower, provided that any prepayment so refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of repayment from the Administrative Agentissuance of Permitted Additional Subordinated Notes shall be allocated to the then outstanding Term Loans and shall be applied as set forth above in this paragraph (c).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) (other than any prepayment of Term Loans required thereunder upon the occurrence of any Debt Incurrence Prepayment Event) or Section 5.2(a)(ii), shall be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in connection with a respect of Term Loans. Subject to Section 5.2(h), each prepayment of Term Loans required by Section 5.2(a)(i) upon the occurrence of any Debt Incurrence Prepayment Event shall be allocated as follows: (i) First, to any Class of the Series 2014 Term Loans, until such Series 2014 Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall are paid in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), full and such payment shall be applied shared pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of among all Series 2014 Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided thatapplied, with respect first, to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining unpaid Repayment Amounts due in respect of each such Series 2014 Term Loan during the succeeding 24 month period, in direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2014 Term Loans; and (ii) Second, to the Term Loans of the Existing Term Loan Class, if any, from which such Series 2018 Extended Term Loans were converted or exchanged (or such and all other Term Loans and such payment shall be shared pro rata among all Series 2018 Term Loans and all other Term Loans and shall be applied, first, to the unpaid Repayment Amounts due in respect of the Existing each such Series 2018 Term Loan Class have otherwise been repaid and all other Term Loans during the succeeding 24 month period, in fulldirect order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2018 Extended Term Loans and such other Term Loans; provided that, notwithstanding the foregoing, if concurrently with such prepayment the Borrowers request in a writing delivered to the Administrative Agent that such prepayment be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans, then such prepayment shall be allocated on such pro rata basis and shall be applied, first, to the unpaid Repayment Amounts due in respect of all Term Loan during the succeeding 24 month period, in direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans. Subject to Section 5.2(h). (ii) With , with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Parent Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each unpaid Repayment Amount) requesting that the Administrative Agent provide notice of such prepayment to each Term Loan Lender and the Administrative Agent will promptly provide such notice to each or Extended Term Loan Lender, (B) other than if such prepayment arises due as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated as follows: (i) First, to the right Series 2014 Term Loans, until such Series 2014 Term Loans are paid in full and such payment shall be shared pro rata among all Series 2014 Term Loans based on the applicable remaining Repayment Amounts owing thereunder and shall be applied to refuse any the unpaid Repayment Amounts owing in respect of such Series 2014 Term Loans on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2014 Term Loans; and (ii) Second, to the Series 2018 Extended Term Loans and all other Term Loans and such payment shall be shared pro rata among all Series 2018 Extended Term Loans and all other Term Loans based on the applicable remaining Repayment Amounts owing thereunder and shall be applied to the unpaid Repayment Amounts owing in respect of such Series 2018 Extended Term Loans and such other Term Loans on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2018 Extended Term Loans; provided, that, notwithstanding the foregoing sentence, if concurrently with such prepayment by giving written notice of such refusal the Borrowers request in a writing delivered to the Administrative Agent that such prepayment be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans, then such prepayment shall be allocated on such pro rata basis (and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and shall be applied to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentunpaid Repayment Amounts owing in respect thereof on a pro rata basis).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c‎5.2(c), the first proviso to Section 5.2(a)(i‎5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i‎5.2(a)(i) and (ii‎(ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been the subject to of a Section 13.6(g) transactiontransaction that was offered to all Lenders within such Class), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii‎5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i‎5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii‎5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i‎5.2(a)(i) and Section 5.2(a)(ii‎5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a‎5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2020 Term A Loans, the 2021 New Term Loans, the 2022 New Term Loans, the 2022D New Dollar Term Loans, the 2024 New Dollar Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation any such Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2020 Term A Lender, 2021 New Term Lender, 2022 New Term Lender, 2022D New Dollar Term Lender, 2024 New Dollar Term Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each Each prepayment of Term Loans required by Section 5.2(a)(i5.2(a) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts, pro rata between Initial Term Loan Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing and Delayed Draw Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassAmounts, if any, from (i) first to the Repayment Amounts due within the 12 month period following the date on which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). applicable Prepayment Event occurred and (ii) second to the remaining Repayment Amounts on a pro rata basis. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lenderof Term Loans, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three fifteen Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent Borrower shall not prepay any such prepayment Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (Ciii) the Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after and (y) such time as the Borrower has received notice from each Lender received first notice that it consents to or refuses such prepayment and (iv) any prepayment so refused may be retained by the Borrower or, in the case of repayment the refusal of prepayment by any Lender in respect of Distributable Scheduled Asset Proceeds, any such prepayment so refused may be distributed by the Borrower pursuant to Section 12.6(e); provided that any prepayment so refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of the Administrative Agentissuance of Permitted Additional Notes shall be allocated to the then outstanding Term Loans and shall be applied as set forth above in this paragraph (c).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each Each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be initially allocated to any Class of pro rata among the Tranche A Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Tranche B-1 Term Loans and shall be applied to reduce such scheduled the applicable Repayment Amounts within each in such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments order as the Borrower may specify, subject determine up to an amount equal to the limitation aggregate amount of the applicable Repayment Amounts required to be made by the Borrower pursuant to Section 2.5(b) and (c) during the two year period immediately following the date of the prepayment (such amount being, the “Amortization Amount”), provided that to the extent that the Borrower amount of the prepayment exceeds the Amortization Amount, such excess shall not allocate be applied ratably to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon reduce the applicable then remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which under such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) Credit Facility. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Tranche A Term Loan Lender and the Administrative Agent will promptly provide such notice to each Tranche B-1 Term Loan Lender, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Eventso long as any Tranche A Term Loans are outstanding, each Tranche B-1 Term Loan Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three fifteen Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent Borrower shall not prepay any such prepayment Tranche B-1 Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (Ciii) the Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after and (y) such time as the Borrower has received notice from each Lender received first notice that it consents to or refuses such prepayment and (iv) any prepayment so refused may be retained by the Borrower, provided that any prepayment so refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of repayment from the Administrative Agentissuance of Permitted Additional Notes shall be allocated to the then outstanding Tranche A Term Loans and shall be applied as set forth above in this paragraph (c).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i2.09(c) and the first proviso to Section 5.2(a)(ii2.09(b)(i), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii2.09(b)(i) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transactionprepayment), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) 2.09(d)(ii); and (B) each prepayment of Term Loans required by Section 5.2(a)(i2.09(b)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced IndebtednessIndebtedness being refinanced), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii2.09(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii2.09(b)(i) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a2.09(b) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s Xxxxxx's receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower shall not prepay any Term Loans until the date that is specified in clause (C) below) (such refused amounts, the “"Retained Refused Proceeds”) and "), (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative AgentAgent and (D) thereafter, the Retained Refused Proceeds may be retained by the Borrower (it being understood that if no Term Loans are outstanding at the time the notice referenced in clause (A) above is required to be delivered, such prepayment shall be deemed Retained Refused Proceeds without any further action by the Borrower for purposes of this Section 2.09(c)(ii)).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans outstanding as directed by and, the Borrower (subject to Euro Tranche Term Loans and the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled the unpaid Repayment Amounts within each due in respect of such Class Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender or, Euro Tranche Term Loan Lender, as applicable. or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment EventSection 5.2(a) shall be initially allocated to pro rata among the Classes of Tranche A Term Loans, the Tranche B Term Loans outstanding, pro rata, based upon and the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Tranche B-1 Term Loans and shall be applied to reduce such scheduled the applicable Repayment Amounts within each in such Class in accordance with Section 5.2(d)(iiorder as the US Borrower (on its own behalf and on behalf of the UK Borrower) and (B) each prepayment may determine up to an amount equal to the aggregate amount of Term Loans the applicable Repayment Amounts required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall to be allocated to any Class of Term Loans outstanding as directed made by the US Borrower or the UK Borrower pursuant to Section 2.5(b)(i), (subject ii), (iii), (iv) or (v), as the case may be, during the two year period immediately following the date of the prepayment (such amount being, the "Amortization Amount"), provided that to the requirement extent that the proceeds amount of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)prepayment exceeds the Amortization Amount, such excess shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied ratably to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable then remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or under such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) Facility. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the US Borrower (on its own behalf and on behalf of the UK Borrower) will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Term Loan Lender, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Tranche B Term Loan Lender of and each Tranche B-1 Term Loans Loan Lender will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the US Borrower within three fifteen Business Days after such Lender’s 's receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent US Borrower and the UK Borrower shall not prepay any such prepayment Tranche B Term Loans or Tranche B-1 Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (Ciii) the US Borrower and the UK Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after and (y) such time as the US Borrower has received notice from each Lender received first notice that it consents to or refuses such prepayment and (iv) any prepayment so refused may be retained by the US Borrower or the UK Borrower, as the case may be, provided that any prepayment so refused that relates to Net Cash Proceeds from (x) a PIK Proceeds Prepayment Event or (y) a Debt Incurrence Prepayment Event in respect of repayment from the Administrative Agentissuance of Permitted Additional Subordinated Notes shall be allocated to the then outstanding Tranche A Term Loans and shall be applied as set forth above in this paragraph (c).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2021 New Term Loans, the 2022 Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation any such Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2021 New Term Lender, 2022 Term Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) (other than any prepayment of Term Loans required thereunder upon the occurrence of any Debt Incurrence Prepayment Event) or Section 5.2(a)(ii), shall be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in connection with a respect of Term Loans. Subject to Section 5.2(h), each prepayment of Term Loans required by Section 5.2(a)(i) upon the occurrence of any Debt Incurrence Prepayment Event shall be allocated as follows: (i) First, to any Class of the Series 2014 Term Loans, until such Series 2014 Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall are paid in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), full and such payment shall be applied shared pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of among all Series 2014 Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided thatapplied, with respect first, to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining unpaid Repayment Amounts due in respect of each such Series 2014 Term Loan during the succeeding 24 month period, in direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2014 Term Loans; and (ii) Second, to the Term Loans of the Existing Term Loan Class, if any, from which such Series 2018 Extended Term Loans were converted or exchanged (or such and all other Term Loans and such payment shall be shared pro rata among all Series 2018 Term Loans and all other Term Loans and shall be applied, first, to the unpaid Repayment Amounts due in respect of the Existing each such Series 2018 Term Loan Class have otherwise been repaid and all other Term Loans during the succeeding 24 month period, in fulldirect order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2018 Extended Term Loans and such other Term Loans; provided that, notwithstanding the foregoing, if concurrently with such prepayment the Borrowers request in a writing delivered to the Administrative Agent that such prepayment be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans, then such prepayment shall be allocated on such pro rata basis and shall be applied, first, to the unpaid Repayment Amounts due in respect of all Term Loan during the succeeding 24 month period, in direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans. Subject to Section 5.2(hi). (ii) With , with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Parent Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each unpaid Repayment Amount) requesting that the Administrative Agent provide notice of such prepayment to each Term Loan Lender and the Administrative Agent will promptly provide such notice to each or Extended Term Loan Lender, (B) other than if such prepayment arises due as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(hi), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated as follows: (i) First, to the right Series 2014 Term Loans, until such Series 2014 Term Loans are paid in full and such payment shall be shared pro rata among all Series 2014 Term Loans based on the applicable remaining Repayment Amounts owing thereunder and shall be applied to refuse any the unpaid Repayment Amounts owing in respect of such Series 2014 Term Loans on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2014 Term Loans; and (ii) Second, to the Series 2018 Extended Term Loans and all other Term Loans and such payment shall be shared pro rata among all Series 2018 Extended Term Loans and all other Term Loans based on the applicable remaining Repayment Amounts owing thereunder and shall be applied to the unpaid Repayment Amounts owing in respect of such Series 2018 Extended Term Loans and such other Term Loans on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2018 Extended Term Loans; provided, that, notwithstanding the foregoing sentence, if concurrently with such prepayment by giving written notice of such refusal the Borrowers request in a writing delivered to the Administrative Agent that such prepayment be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans, then such prepayment shall be allocated on such pro rata basis (and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and shall be applied to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentunpaid Repayment Amounts owing in respect thereof on a pro rata basis).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2021 Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation any such Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2021 Term Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled the unpaid Repayment Amounts within each due in respect of such Class Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation, the 2018 Term Loans) any such mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 Term Loan Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied pro rata to the Term Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans and the Administrative Agent will promptly provide such notice to each LenderLender of Term Loans, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Term Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three five Business Days after such Term Lender’s receipt of notice from the Administrative Agent of such prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below) (such refused amounts, the “Refused Proceeds”), (C) the Refused Proceeds will be re-offered for prepayment to the Term Lenders not having refused a prepayment under this Section 5.2(c)(ii) by the Administrative Agent promptly providing notice of such re-offer to each such Term Lender, each such Term Lender will have the right to refuse any such re-offer of prepayment by 130 LPL – Conformed A&R Credit Agreement giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Term Lender’s receipt of notice from the Administrative Agent of such re-offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below), (D) the Borrower will make all such prepayments not so refused upon the earlier of (x) the tenth Business Day after the Term Lenders received first notice of repayment from the Administrative Agent and (y) such time as the Borrower has received notice from any Term Lender that it consents to such prepayment, and to the extent (E) thereafter, any such prepayment is so refused, such amounts remaining Refused Proceeds may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2020 Term A Loans, the 2021 New Term Loans, the 2022 New Term Loans, the 2024 New Dollar Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation any such Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2020 Term A Lender, 2021 New Term Lender, 2022 New Term Lender, 2024 New Dollar Term Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Term Loans required by Sections 5.2(a)(i) and (iiSection 5.2(a) (other than except as provided in connection with a Debt Incurrence Prepayment EventSection 5.2(a)(iii)) shall be allocated (i) first, to the Classes Term B Loans then outstanding (ratably to each Class of Term B Loans outstanding(or on a less than ratable basis, pro rata, based upon if agreed to by the applicable remaining Repayment Amounts due in respect of each Lenders providing such Class of Term B Loans) based on then remaining principal amounts of the respective Classes of Term B Loans then outstanding) until paid in full, (excluding any ii) second, to the Term C Loans then outstanding (ratably to each Class of Term C Loans that has agreed to receive (or on a less than pro rata share of any such mandatory prepayment and taking into account any reduction in ratable basis, if agreed by the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term C Loans) based on the remaining principal amounts of the respective Classes of Term C Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class then outstanding) until paid in accordance with Section 5.2(d)(ii) full and (Biii) thereafter, at the option of the Borrower, to the Revolving Credit Facility (ratably to each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed Revolving Commitments (or on a less than ratable basis if agreed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within Revolving Commitments) based on the respective Revolving Commitments of each such Class Class) (without any permanent reduction in accordance with Section 5.2(d)(iicommitments thereof); provided that, with respect to the allocation Net Cash Proceeds of such prepayments under clause (A) above onlyan Asset Sale Prepayment Event, between an Existing Term Loan Class and Extended Term Loans of Recovery Prepayment Event or Permitted Sale Leaseback, in each case solely to the same Extension Seriesextent with respect to any Collateral, the Borrower may allocate use a portion of such prepayments as Net Cash Proceeds to prepay or repurchase Permitted Other Debt or other Indebtedness that ranks pari passu with the Borrower may specifyObligations (such Indebtedness, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii“Additional Debt”) (other than any and with such prepaid or repurchased Additional Debt Incurrence Prepayment Event), (Apermanently extinguished) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and constituting First Lien Obligations to the extent any applicable document governing such Additional Debt requires the issuer of such Additional Debt to prepay or make an offer to purchase or prepay such Additional Debt with the proceeds of such Prepayment Event, in each case in an amount not to exceed 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 the Additional Debt constituting First Lien Obligations and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Additional Debt and the outstanding principal amount of Term B Loans and Term C Loans. Each prepayment is so refused, of Loans required by Section 5.2(a) shall be applied within each Class of Loans (i) ratably among the Lenders holding Loans of such amounts may be retained Class (unless otherwise agreed by the Borrower (the “Retained Refused Proceeds”an applicable affected Lender) and (Cii) to scheduled amortization payments in respect of such Loans in direct forward order of scheduled maturity thereof or as otherwise directed by the Borrower will make all such prepayments not so refused upon Borrower. Any prepayment of Term B Loans, Term C Loans or Revolving Loans with the tenth Business Day after the Lender received first notice Net Cash Proceeds of, or in exchange for, Permitted Other Debt, Refinancing Term B Loans, Replacement Term B Loans Refinancing Term C Loans or Replacement Term C Loans pursuant to Section 5.2(a)(iii)(B) shall be applied solely to each applicable Class or Classes of repayment from the Administrative AgentTerm B Loans, Term C Loans or Revolving Loans being refinanced or replaced.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied pro rata to the Term Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (iii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans and the Administrative Agent will promptly provide such notice to each LenderLender of Term Loans, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Term Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three five Business Days after such Term Lender’s receipt of notice from the Administrative Agent of such prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below) (such refused amounts, the “Refused Proceeds”), (C) the Refused Proceeds will be re-offered for prepayment to the Term Lenders not having refused a prepayment under this Section 5.2(c)(ii) by the Administrative Agent promptly providing notice of such re-offer to each such Term Lender, each such Term Lender will have the right to refuse any such re-offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Term Lender’s receipt of notice from the Administrative Agent of such re-offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below), (D) the Borrower will make all such prepayments not so refused upon the earlier of (x) the tenth Business Day after the Term Lenders received first notice of repayment 131 LPL – Conformed A&R Credit Agreement from the Administrative Agent and (y) such time as the Borrower has received notice from any Term Lender that it consents to such prepayment, and to the extent (E) thereafter, any such prepayment is so refused, such amounts remaining Refused Proceeds may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(f), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii)except as may otherwise be set forth in any Joinder Agreement, (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstandingany Refinancing Amendment, pro rata, based upon the applicable remaining Repayment Amounts due any Extension Amendment or any amendment in respect of each such Class of Replacement Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i), (ii) in connection with a Debt Incurrence Prepayment Event or (v) (A) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject x) prior to the requirement that six-month anniversary of the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Closing Date, shall be applied first, pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each Initial Term B-2 Loans until such Lender under each such Class of Initial Term B-2 Loans, together with all accrued but unpaid interest thereon, have been paid in full, and, second, pro rata among the Initial Term B-1 Loans and any New Term Loans,2019 Refinancing Term Loans, Extended Term Loans and shall be applied Replacement Term Loans then outstanding based on the applicable remaining (solely to reduce such scheduled the extent any 2019 Refinancing Term Loan Repayment Amounts within each such Class due thereunder, and (y) thereafter, pro rata among the Initial Term Loans andare required from time to time in accordance with Section 5.2(d)(ii); provided thatrespect thereof) and any New Term Loans, with respect to the allocation of such prepayments under clause (A) above onlyRefinancing Term Loans, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended and Replacement Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, then outstanding based upon on the applicable remaining Repayment Amounts due thereunder and (B) shall be applied within each Class of Term Loans in respect thereof, of the such Term Loans in direct forward order of scheduled maturity thereof or as otherwise directed by the Existing Borrower; provided any Class of New Term Loan ClassLoans, if anyRefinancing Term Loans, from which such Extended Term Loans were converted or exchanged (or such and Replacement Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (may specify that one or more other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender Classes of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained prepaid prior to such Class of New Term Loans, Refinancing Term Loans, Extended Term Loans and Replacement Term Loans. Any prepayment of Term Loans with the Net Cash Proceeds of, or in exchange for, Permitted Other Indebtedness, Refinancing Term Loans or Replacement Term Loans pursuant to Section 5.2(a)(iii) shall be applied solely to each applicable Class or Classes of Term Loans being refinanced as selected by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative AgentBorrower.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c)), the first proviso to Section 5.2(a)(i) and the first proviso to last sentence of Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii5.2(a)(ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to the applicable Class of Term Loans being refinanced thereby (or, if none, any Class of Term Loans outstanding outstanding) as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).the (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans and the Administrative Agent will promptly provide such notice to each LenderLender of Term Loans, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Term Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three five Business Days after such LenderTerm Xxxxxx’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower shall not prepay any Term Loans until the date that is specified in clause (C) below) (such refused amounts, the “Retained Refused Proceeds”) and ), (C) the Borrower will make all such prepayments not so refused upon the earlier of (x) the tenth Business Day after the Lender Term Lenders received first notice of repayment from the Administrative AgentAgent and (y) such time as the Borrower has received notice from any Term Lender that it consents to such prepayment and (D) thereafter, any remaining Refused Proceeds may be retained by the Borrower. It is understood that any prepayments due to a Term Lender in respect of a Debt Incurrence Prepayment Event shall be applied to prepay Term Loans immediately after the receipt of the Net Cash Proceeds therefrom.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2020 Term A Loans, the 2021 New Term Loans, the 2022 New Term Loans, the 2022D New Dollar Term Loans, the 2023 Initial Term A Loans, the 2023 Delayed Draw Term A Loans, the 2024 New Dollar Term Loans, the 2024A New Dollar Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation any such Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2020 Term A Lender, 2021 New Term Lender, 2022 New Term Lender, 2022D New Dollar Term Lender, the 2023 Initial Term A Lender, 2023 Delayed Draw Term A Lender, 2024 New Dollar Term Lender, 2024A New Dollar Term Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first penultimate proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event (other than a Specified Debt Incurrence Prepayment Event), shall be allocated to any each Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied on a pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans basis and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent.-151- #96562806v11

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied solely to Tranche B Loans and shall be applied pro rata to the Tranche B Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans and the Administrative Agent will promptly provide such notice to each LenderLender of Term Loans, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Tranche B Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three five Business Days after such Tranche B Lender’s receipt of notice from the Administrative Agent of such prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (E) below) (such refused amounts, the “First Refused Proceeds”), (C) the First Refused Proceeds will be re-offered for prepayment to the Tranche B Lenders not having refused a prepayment under this Section 5.2(c)(ii) by the Administrative Agent promptly providing notice of such re-offer to each such Tranche B Lender, each such Tranche B Lender will have the right to refuse any such re-offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Tranche B Lender’s receipt of notice from the Administrative Agent of such re-offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (E) below), (D) solely in the case of a prepayment required by Section 5.2(a)(i), the remaining First Refused Proceeds not applied toward prepayment of the Term Loans in accordance with the procedure set forth in clause (C) above will be offered for prepayment to the Tranche A Lenders by the Administrative Agent promptly providing notice of such offer to each such Tranche A Lender, each such Tranche A Lender will have the right to refuse any such offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Tranche A Lender’s receipt of notice from the Administrative Agent of such offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (E) below) (such amounts refused by the Tranche B Lenders or, with respect to prepayments required by Section 5.2(a)(i), the Tranche A Lenders, the “Final Refused Proceeds”), (E) the Borrower will make all such prepayments not so refused upon the earlier of (x) the tenth Business Day after the Tranche A Lenders or Tranche B Lenders, as applicable, received first notice of repayment from the Administrative Agent and (y) such time as the Borrower has received notice from any Tranche A Lender or Tranche B Lender, as applicable, that it consents to such prepayment, and to the extent (F) thereafter, any such prepayment is so refused, such amounts remaining Final Refused Proceeds may be retained by the Borrower (the “Retained Refused Proceeds”). It is understood that any prepayments due to a Tranche A Lender other than those described in clause (D) above shall be applied on the dates and (C) in the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmanner required by Section ‎5.2(a)(i).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied pro rata to the Term Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans and the Administrative Agent will promptly provide such notice to each LenderLender of Term Loans, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Term Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three five Business Days after such LenderTerm Xxxxxx’s receipt of notice from the Administrative Agent of such prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below) (such refused amounts, the “Refused Proceeds”), (C) the Refused Proceeds will be re-offered for prepayment to the Term Lenders not having refused a prepayment under this Section 5.2(c)(ii) by the Administrative Agent promptly providing notice of such re-offer to each such Term Lender, each such Term Lender will have the right to refuse any such re-offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Xxxx Xxxxxx’s receipt of notice from the Administrative Agent of such re-offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below), (D) the Borrower will make all such prepayments not so refused upon the earlier of (x) the tenth Business Day after the Term Lenders received first notice of repayment from the Administrative Agent and (y) such time as the Borrower has received notice from any Term Lender that it consents to such prepayment, and to the extent (E) thereafter, any such prepayment is so refused, such amounts remaining Refused Proceeds may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent.). 134

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 Term Loans, the 2017 New Term Loans, the 2018B New Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation, the 2018 Term Loans) any such mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 Term Loan Lender, 2018B New Term Loan Lender, 2017 New Term Loan Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Term Loans required by Sections 5.2(a)(i) and (iiSection 5.2(a) (other than except as provided in connection with a Debt Incurrence Prepayment EventSection 5.2(a)(iiiii)) shall be allocated (i) first, to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of then outstanding (ratably to each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive or on a less than pro rata share of any such mandatory prepayment and taking into account any reduction in ratable basis, if agreed to by the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(iiLoans) and (B) each prepayment based on then remaining principal amounts of the respective Classes of Term Loans required by Section 5.2(a)(ithen outstanding) until paid in connection with a Debt Incurrence Prepayment Event shall be allocated full, and (ii) second, to any the Term C Loans then outstanding (ratably to each Class of Term C Loans outstanding as directed (or on a less than ratable basis, if agreed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term C Loans) based on the remaining principal amounts of the respective Classes of Term C Loans then outstanding) until paid in full and shall be applied (iii) thereafter, to reduce such scheduled Repayment Amounts within the Revolving Credit Facility (ratably to each Class of Revolving Credit Commitments (or on a less than ratable basis if agreed by the Lenders providing such Class of Revolving Credit Commitments) based on the respective Revolving Credit Commitments of each Class) (without any permanent reduction in accordance with Section 5.2(d)(iicommitments thereof); provided that, with respect to the allocation Net Cash Proceeds of such prepayments under clause (A) above onlyan Asset Sale Prepayment Event, between an Existing Term Loan Class and Extended Term Loans of Recovery Prepayment Event or Permitted Sale Leaseback, in each case solely to the same Extension Seriesextent with respect to any Collateral, the Borrower may allocate use a portion of such prepayments as Net Cash Proceeds to prepay or repurchase Permitted Other Debt or other Indebtedness that ranks pari passu with the Borrower may specifyObligations (such indebtedness, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii“Additional Debt”) (other than any and with such prepaid or repurchased Permitted OtherAdditional Debt Incurrence Prepayment Event), (Apermanently extinguished) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and constituting First Lien Obligations to the extent any applicable Permitted Other Debt Documentdocument governing such Additional Debt requires the issuer of such Permitted OtherAdditional Debt to prepay or make an offer to purchase or prepay such Permitted OtherAdditional Debt with the proceeds of such Prepayment Event, in each case in an amount not to exceed 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 the Permitted OtherAdditional Debt constituting First Lien Obligations and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Permitted OtherAdditional Debt and the outstanding principal amount of Term Loans and Term C Loans. Each prepayment is so refused, of Loans required by Section 5.2(a) shall be applied within each Class of Loans (i) ratably among the Lenders holding Loans of such amounts may be retained Class (unless otherwise agreed by the Borrower (the “Retained Refused Proceeds”an applicable affected Lender) and (Cii) to scheduled amortization payments in respect of such Loans in direct forward order of scheduled maturity thereof or as otherwise directed by the Borrower will make all such prepayments not so refused upon Borrower. Any prepayment of Term Loans, Term C Loans or Revolving Credit Loans with the tenth Business Day after the Lender received first notice Net Cash Proceeds of, or in exchange for, Permitted Other Debt, Refinancing Term Loans or Replacement Term Loans pursuant to Section 5.2(a)(iii)(B) shall be applied solely to 163 AMERICAS 122173769123894352 each applicable Class or Classes of repayment from the Administrative AgentTerm Loans, Term C Loans or Revolving Credit Loans being refinanced or replaced.

Application to Repayment Amounts. (i) Subject An amount equal to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i5.2(a) in connection with a Debt Incurrence Prepayment Event shall be (A) initially allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon among the outstanding principal amounts owing to each such Lender under each such Class of Tranche A Term Loans and shall the Tranche B Term Loans and (B) applied (x) in the case of the Tranche A Loans, to reduce the Tranche A Repayment Amounts, in the manner described in paragraph (iii) below and (y) in the case of the Tranche B Term Loans, to reduce the Tranche B Repayment Amounts, in the manner described in paragraph (iv) below; provided, however, that at any time when (1) any Tranche A Term Loans remain outstanding or (2) the Total Revolving Credit Commitment exceeds $150,000,000, any amount to be applied pursuant to this paragraph (i) to reduce such scheduled the Tranche B Repayment Amounts within each such Class shall instead be applied in accordance with Section 5.2(d)(ii); provided thatthe manner described in paragraph (ii) below. (ii) If the terms of this paragraph (ii) are applicable pursuant to the proviso to paragraph (i) above, with respect to the allocation amount of such prepayments under clause (Aany mandatory prepayment described in Section 5.2(a) above only, between an Existing Term Loan Class and Extended that is allocated to the then-outstanding Tranche B Term Loans of the same Extension Series(such amount, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence "Tranche B Prepayment EventAmount"), (A) the Borrower will, not later than in lieu of applying such amount to the prepayment of Tranche B Term Loans, as provided in paragraph (i) above, on the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide notice of such prepayment to each Tranche B Lender and a notice (each, a "Prepayment Option Notice") as described below. As promptly as practicable after such notice, the Administrative Agent will promptly provide such notice send to each LenderTranche B Lender a Prepayment Option Notice, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender which shall be in the form of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepaymentExhibit H, and to the extent any such prepayment is so refused, such amounts may be retained shall include an offer by the Borrower to prepay on a specified date (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments each a "Mandatory Prepayment Date"), which shall not so refused upon the tenth Business Day be less than 20 days or more than 25 days after the date of the Prepayment Option Notice, the Tranche B Term Loans of such Lender received first notice by an amount equal to the portion of repayment from the Administrative Agent.Prepayment Amount indicated in such Lender's Prepayment Option Notice as being applicable to such Lender and such Lender's Tranche B

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied pro rata to the Term Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans and the Administrative Agent will promptly provide such notice to each LenderLender of Term Loans, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Term Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three five Business Days after such Term Lender’s receipt of notice from the Administrative Agent of such prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below) (such 123 LPL – A&R Credit Agreement refused amounts, the “Refused Proceeds”), (C) the Refused Proceeds will be re-offered for prepayment to the Term Lenders not having refused a prepayment under this Section 5.2(c)(ii) by the Administrative Agent promptly providing notice of such re-offer to each such Term Lender, each such Term Lender will have the right to refuse any such re-offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Term Lender’s receipt of notice from the Administrative Agent of such re-offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below), (D) the Borrower will make all such prepayments not so refused upon the earlier of (x) the tenth Business Day after the Term Lenders received first notice of repayment from the Administrative Agent and (y) such time as the Borrower has received notice from any Term Lender that it consents to such prepayment, and to the extent (E) thereafter, any such prepayment is so refused, such amounts remaining Refused Proceeds may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i), (ii) and (ii) (other than in connection with a Debt Incurrence Prepayment Eventiii) shall be allocated to pro rata among the Classes of Initial Term Loans, the Delayed Draw Term Loans, the Incremental Term Loans, and the Extended Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect thereof and be applied to reduce the scheduled Repayment Amounts in direct order of each such Class of Term Loans (excluding maturity; provided that, subject to the pro rata application to Repayment Amounts within any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that following limitations: (i) the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A1) made pursuant to Section 5.2(a)(ii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). ) or (2) made pursuant to Section 5.2(a)(iii)unless all Initial Term Loans and Delayed Draw Term Loans have been repaid in full; (ii) With the Borrower may not allocate any mandatory prepayments made pursuant to Section 5.2(a)(i) to any Class of Term Loans unless such prepayment is accompanied by a pro rata repayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class, if any, from which such Class of Term Loans was converted and Extended Term Loans, if any, that were originally converted from such Class of Term Loans (or the Existing Term Loan Class, if any, from which such Class of Term Loans was converted); and (iii) prepayments within any Class of Term Loans must be applied (1) pro rata to Repayment Amounts within any Class of Term Loans and (2) to reduce the scheduled Repayment Amounts in direct order of maturity. Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have Loans.” (aa) Section 5.2(d) of the right to refuse any such prepayment Credit Agreement is hereby amended by giving written notice deleting each occurrence of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the phrase “Retained Refused Proceeds”Sections 5.2(a)(i) and (Cii)” and “Section 5.2(a)(i) and (ii)” and replacing it with “Section 5.2(a)”. (bb) Section 5.2(e) of the Borrower will make all such prepayments not so refused upon Credit Agreement is hereby deleted and replaced with the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent.following:

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 Term Loans, the 2017 New Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled theany unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation, the 2018 Term Loans, the 2017 Term Loans and the 2017B Term Loans) any such mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 Term Loan Lender, 2018B Term Loan Lender, 2017 Term Loan Lender, 2017BNew Term Loan Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied solely to Tranche B Loans and shall be applied pro rata to the Tranche B Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans and the Administrative Agent will promptly provide such notice to each LenderLender of Term Loans, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Tranche B Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three five Business Days after such Tranche B Lender’s receipt of notice from the Administrative Agent of such prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (E) below) (such refused amounts, the “First Refused Proceeds”), (C) the First Refused Proceeds will be re-offered for prepayment to the Tranche B Lenders not having refused a prepayment under this Section 5.2(c)(ii) by the Administrative Agent promptly providing notice of such re-offer to each such Tranche B Lender, each such Tranche B Lender will have the right to refuse any such re- offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Tranche B Lender’s receipt of notice from the Administrative Agent of such re-offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (E) below), (D) solely in the case of a prepayment required by Section 5.2(a)(i), the remaining First Refused Proceeds not applied toward prepayment of the Term Loans in accordance with the procedure set forth in clause (C) above will be offered for prepayment to the Tranche A Lenders by the Administrative Agent promptly providing notice of such offer to each such Tranche A Lender, each such Tranche A Lender will have the right to refuse any such offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Tranche A Lender’s receipt of notice from the Administrative Agent of such offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (E) below) (such amounts refused by the Tranche B Lenders or, with respect to prepayments required by Section 5.2(a)(i), the Tranche A Lenders, the “Final Refused Proceeds”), (E) the Borrower will make all such prepayments not so refused upon the earlier of (x) the tenth Business Day after the Tranche A Lenders or Tranche B Lenders, as applicable, received first notice of repayment from the Administrative Agent and (y) such time as the Borrower has received notice from any Tranche A Lender or Tranche B Lender, as applicable, that it consents to such prepayment, and to the extent (F) thereafter, any such prepayment is so refused, such amounts remaining Final Refused Proceeds may be retained by the Borrower (the “Retained Refused Proceeds”). It is understood that any prepayments due to a Tranche A Lender other than those described in clause (D) above shall be applied on the dates and (C) in the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmanner required by Section 5.2(a)(i).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment EventSection 5.2(a) shall be initially allocated to pro rata among the Classes of Tranche A-1 Term Loans, the Tranche A-2 Term Loans, the Tranche B Term Loans outstanding, pro rata, based upon and the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Tranche C Term Loans and shall be applied to reduce such scheduled the applicable Repayment Amounts within each in such Class in accordance with Section 5.2(d)(iiorder as the US Borrower (on its own behalf and on behalf of the UK Borrower) and (B) each prepayment may determine up to an amount equal to the aggregate amount of Term Loans the applicable Repayment Amounts required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall to be allocated to any Class of Term Loans outstanding as directed made by the US Borrower or the UK Borrower pursuant to Section 2.5(b)(i), (subject ii) or (iii), as the case may be, during the two year period immediately following the date of the prepayment (such amount being, the "Amortization Amount"), provided that to the requirement extent that the proceeds amount of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)prepayment exceeds the Amortization Amount, such excess shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied ratably to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable then remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or under such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) Facility. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the US Borrower (on its own behalf and on behalf of the UK Borrower) will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Term Loan Lender, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Tranche B Term Loan Lender of and each Tranche C Term Loans Loan Lender will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three fifteen Business Days after such Lender’s 's receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent US Borrower and the UK Borrower shall not prepay any such prepayment Tranche B Term Loans or Tranche C Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (Ciii) the US Borrower and the UK Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after the Lender received first notice of repayment from and (y) such time as the Administrative AgentAgent has received notice from each Lender that it consents to or refuses such prepayment and (iv) any prepayment so refused may be retained by the US Borrower or the UK Borrower, as the case may be, provided that any prepayment so refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of the issuance of Permitted Additional Subordinated Notes shall be allocated pro rata to the then outstanding Tranche A-1 Term Loans and Tranche A-2 Term Loans and shall be applied as set forth above in this paragraph (c).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Tranche C Term Loans required by Sections 5.2(a)(iSection 5.2(a) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each in such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments order as the Borrower may specify, subject determine up to an amount equal to the limitation aggregate amount of the applicable Repayment Amounts required to be made by the Borrower pursuant to Section 2.5(b) during the two year period immediately following the date of the prepayment (such amount being, the “Amortization Amount”), provided that to the extent that the Borrower amount of the prepayment exceeds the Amortization Amount, such excess shall not allocate be applied ratably to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon reduce the applicable then remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) Amounts. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Tranche C Term Loan Lender, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Tranche C Term Loan Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three fifteen Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent Borrower shall not prepay any such prepayment Tranche C Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (Ciii) the Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after and (y) such time as the Borrower has received notice from each Lender received first notice that it consents to or refuses such prepayment and (iv) any prepayment so refused may be retained by the Borrower, provided that any prepayment so refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of repayment from the Administrative Agentissuance of Permitted Additional Subordinated Notes shall be allocated to the then outstanding Tranche C Term Loans and shall be applied as set forth above in this paragraph (c).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall or (ii) shall, prior to the date that is three years after the Closing Date, be allocated to any Class of using Dollar Equivalent amounts pro rata among the Tranche A Term Loans, the Tranche B Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay and European Tranche Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each remaining Repayment Amounts due thereunder during such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans period and shall be applied to reduce such scheduled Repayment Amounts within in the direct order of maturity thereof. Subject to Section 5.2(h), from and after the date that is three years after the Closing Date, each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation prepayment of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of pursuant to Section 5.2(a)(i) or (ii) shall be allocated pro rata among the same Extension SeriesTranche A Term Loans, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Tranche B Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, and the European Tranche Term Loans based upon on the applicable remaining Repayment Amounts due thereunder and shall be applied (x) in the case of Tranche A Term Loans, to reduce the respective Tranche A Repayment Amounts on a pro rata basis and (y) in the case of Tranche B Term Loans and European Tranche Term Loans, first, to the next eight unpaid Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans in direct order of maturity thereof, and, second, on a pro rata basis among the Existing remaining unpaid Repayment Amounts due in respect of such Term Loan Class have otherwise been repaid in fullLoans. Subject to Section 5.2(h). (ii) With , with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the applicable Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Tranche A Term Loan Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment EventTranche B Term Loan Lender or European Tranche Term Loan Lender, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentas applicable.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2021 Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation, the 2018 Term Loans and any such other Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). (ii) With . Subject to Section 5.2(h), with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Initial Term Loan Lender, (B) other than if such prepayment arises due Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2021 Term Lender or Extended Term Loan Lender, as applicable. Subject to a Specified Debt Incurrence Prepayment EventSection 5.2(h), each Lender prepayment of Term Loans will have required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the right applicable remaining Repayment Amounts due thereunder and shall be applied to refuse any such prepayment by giving written notice the unpaid Repayment Amounts due in respect of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt Term Loans in direct order of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmaturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied solely to Tranche B Loans and shall be applied pro rata to the Tranche B Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (iii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans and the Administrative Agent will promptly provide such notice to each LenderLender of Term Loans, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Tranche B Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three five Business Days after such Tranche B Lender’s receipt of notice from the Administrative Agent of such prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (E) below) (such refused amounts, the “First Refused Proceeds”), (C) the First Refused Proceeds will be re-offered for prepayment to the Tranche B Lenders not having refused a prepayment under this Section 5.2(c)(ii) by the Administrative Agent promptly providing notice of such re-offer to each such Tranche B Lender, each such Tranche B Lender will have the right to refuse any such re-offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Tranche B Lender’s receipt of notice from the Administrative Agent of such re-offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (E) below), (D) solely in the case of a prepayment required by Section ý5.2(a)(i), the remaining First Refused Proceeds not applied toward prepayment of the Term Loans in accordance with the procedure set forth in clause (C) above will be offered for prepayment to the Tranche A Lenders by the Administrative Agent promptly providing notice of such offer to each such Tranche A Lender, each such Tranche A Lender will have the right to refuse any such offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Tranche A Lender’s receipt of notice from the Administrative Agent of such offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (E) below) (such amounts refused by the Tranche B Lenders or, with respect to prepayments required by Section ý5.2(a)(i), the Tranche A Lenders, the “Final Refused Proceeds”), (E) the Borrower will make all such prepayments not so refused upon the earlier of (x) the tenth Business Day after the Tranche A Lenders or Tranche B Lenders, as applicable, received first notice of repayment from the Administrative Agent and (y) such time as the Borrower has received notice from any Tranche A Lender or Tranche B Lender, as applicable, that it consents to such prepayment, and to the extent (F) thereafter, any such prepayment is so refused, such amounts remaining Final Refused Proceeds may be retained by the Borrower (the “Retained Refused Proceeds”). It is understood that any prepayments due to a Tranche A Lender other than those described in clause (D) above shall be applied on the dates and (C) in the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentmanner required by Section ý5.2(a)(i).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied pro rata to the Term Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) 1. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans and the Administrative Agent will promptly provide such notice to each LenderLender of Term Loans, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Term Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three five Business Days after such Term Lender’s receipt of notice from the Administrative Agent of such prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below) (such refused amounts, the “Refused Proceeds”), (C) the Refused Proceeds will be re-offered for prepayment to the Term Lenders not having refused a prepayment under this Section 5.2(c)(ii) by the Administrative Agent promptly providing notice of such re-offer to each such Term Lender, each such Term Lender will have the right to refuse any such re-offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Xxxx Xxxxxx’s receipt of notice from the Administrative Agent of such re-offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below), (D) the Borrower will make all such prepayments not so refused upon the earlier of (x) the tenth Business Day after the Term Lenders received first notice of repayment from the Administrative Agent and (y) such time as the Borrower has received notice from any Term Lender that it consents to such prepayment, and to the extent (E) thereafter, any such prepayment is so refused, such amounts remaining Refused Proceeds may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and and, (ii) and (other than in connection with a Debt Incurrence Prepayment Eventiii) shall be allocated to pro rata among the Classes of Initial2014 Term Loans, the Delayed Draw2017 Term Loans outstandingand, pro ratathe Incremental Term Loans, and the Extended Term Loans (other than the 2017 Term Loans) based upon the applicable remaining Repayment Amounts due in respect thereof and be applied to reduce the scheduled Repayment Amounts in direct order of each such Class of Term Loans (excluding any Class of Term Loans that has agreed maturity; provided that, subject to receive a less than the pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment application to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each ClassRepayment AmountsLenders, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that following limitations: (A) the Borrower shall not allocate to Extended Term Loans of any Extension Series (including the 2017 Term Loans) any such mandatory prepayment under such clause (A1) made pursuant to Section 5.2(a)(ii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class or Classes, if any, from which such Extended Term Loans were exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid in full) or (2) made pursuant to Section 5.2(a)(iii) unless all 2014 Term Loans have been repaid in full; (B) the Borrower may not allocate any mandatory prepayments made pursuant to Section 5.2(a)(i) to any Class of Term Loans unless such prepayment is accompanied by at least a pro rata repayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class, if any, from which such Class of Term Loans was exchanged and Extended Term Loans, if any, that were originally converted from such Class of Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class, if any, from which such Class have otherwise been repaid of Term Loans was converted); and (C) prepayments within any Class of Term Loans must be applied (1) pro rata to the Lenders, based upon the outstanding principal amounts owing within such Class of Term Loans and (2) to reduce the scheduled Repayment Amounts in fulldirect order of maturity. Subject to Section 5.2(h). (ii) With , with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans. (ii) Each prepayment of Term Loans required by Section 5.2(a)(iv) shall be allocated pro rata among the 2014 Term Loans, the 2017 Term Loans, the Incremental Term Loans, and the Administrative Agent will promptly provide Extended Term Loans (other than the 2017 Term Loans) based upon the applicable remaining Repayment Amounts due in respect thereof and be applied to reduce the scheduled Repayment Amounts in direct order of maturity; provided that, subject to the pro rata application to Lenders, based upon the outstanding principal amounts owing within any Class of Term Loans, the Borrower may allocate such notice prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to each Lenderthe following limitations: (A) the Borrower shall not allocate to Extended Term Loans of any Extension Series (including the 2017 Term Loans) any mandatory prepayment made pursuant to Section 5.2(a)(iv) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class or Classes, if any, from which such Extended Term Loans were exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid in full) and (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender prepayments within any Class of Term Loans will have must be applied (1) pro rata to Lenders, based upon the right outstanding principal amounts owing within any Class of Term Loans and (2) to refuse reduce the scheduled Repayment Amounts in direct order of maturity. Each prepayment of Deposit L/C Loans required by Section 5.2(a)(iv) shall be allocated pro rata among the 2014 Deposit L/C Loans, the 2017 Deposit L/C Loans, the Incremental Deposit L/C Loans and the Extended Deposit L/C Loans (other than the 2017 Deposit L/C Loans) based on the outstanding principal amounts due thereon; provided that, subject to the pro rata application to Lenders, based upon the outstanding principal amounts owing within any Class of Deposit L/C Loans, the Borrower may allocate such prepayment by giving written notice in its sole discretion among the Class or Classes of such refusal Deposit L/C Loans as the Borrower may specify, subject to the Administrative Agent and limitation that the Borrower within three Business Days after such Lender’s receipt shall not allocate to Extended Deposit L/C Loans of notice from any Extension Series (including the Administrative Agent of such prepayment, and 2017 Deposit L/C Loans) any mandatory prepayment made pursuant to the extent any Section 5.2(a)(iv) unless such prepayment is so refusedaccompanied by at least a pro rata prepayment to the Lenders, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused based upon the tenth Business Day after outstanding principal amount owing of Deposit L/C Loans of the Lender received first notice Existing Deposit L/C Loan Class or Classes, if any, from which such Extended Deposit L/C Loans were exchanged (or such Deposit L/C Loans of repayment from the Administrative AgentExisting Deposit L/C Loan Class or Classes have otherwise been repaid in full).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(f), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower pro rata among (subject x) prior to the requirement that Amendment No. 3 Effective Date, the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Initial Term Loans, and, on and after the applicable Refinanced Indebtedness)Amendment No. 3 Effective Date, shall be applied pro rata to Lenders within each such Classthe Amendment No. 3 Term Loans, based upon (y) the outstanding principal amounts owing to each such Lender under each such Class of New Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to (z) the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon on the applicable remaining Repayment Amounts due thereunder (except in the case of a Debt Incurrence Prepayment Event with respect thereofto Replacement Term Loans, in which case such prepayment shall be allocated to the Class or Classes of the Term Loans intended to be replaced thereby) and shall be applied within each applicable Class of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted in direct order of maturity of remaining installments of principal or exchanged (or such Term Loans of as otherwise directed by the Existing Term Loan Class have otherwise been repaid in fullParent Borrower. Subject to Section 5.2(f). (ii) With , with respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Parent Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, Agent written notice of such prepayment, which shall be substantially in the form of Exhibit O and which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Term Loan Lender, Amendment No. 3 Term Loan Lender, New Term Loan Lender, or Lender of Extended Term Loans, as applicable. Application to Term Loans. With respect to each prepayment of Term Loans required by Section 5.2(a), the Parent Borrower may, if applicable, designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which such Loans were made; provided that if any Lender has provided a Rejection Notice in compliance with Section 5.2(e), such prepayment shall be applied with respect to the Term Loans to be prepaid on a pro rata basis across all outstanding Types of such Term Loans in proportion to the percentage of such outstanding Term Loans to be prepaid represented by each such Class. In the absence of a Rejection Notice or a designation by the Parent Borrower as described in the preceding sentence, the Administrative Agent will promptly provide such notice to each Lendershall, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal subject to the Administrative Agent and the Borrower within three Business Days after above, make such Lender’s receipt of notice from the Administrative Agent of such prepaymentdesignation in its reasonable discretion with a view, and but no obligation, to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentminimize breakage costs owing under Section 2.11.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated applied to reduce the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining scheduled Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed in direct order of maturity; provided that, subject to receive a less than the pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment application to Repayment Amounts within any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that following limitations: (A) the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (Amade pursuant to Section 5.2(a)(ii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full); (B) the Borrower may not allocate to 2017 Term Loans any mandatory prepayment made pursuant to Section 5.2(a)(ii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of each other outstanding Class of Term Loans with a maturity date prior to the 2017 Term Loan Maturity Date; (C) the Borrower may not allocate any mandatory prepayments (1) made pursuant to Section 5.2(a)(i) (other than in connection with a Debt Incurrence Prepayment Event) to the 2017 Term Loans unless such prepayment is accompanied by a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of each other outstanding Class of Term Loans with a maturity date prior to the 2017 Term Loan Maturity Date, (2) made pursuant to Section 5.2(a)(i) (other than in connection with a Debt Incurrence Prepayment Event) to any Class of Term Loans other than the 2017 Term Loans unless such prepayment is accompanied by a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class, if any, from which such Class of Term Loans was exchanged and Extended Term Loans, if any, that were originally exchanged from such Class of Term Loans and (3) made pursuant to Section 5.2(a)(i) in connection with any Debt Incurrence Prepayment Event unless all Term Loans of the Existing Term Loan Class have been repaid in full; and (D) prepayments within any Class of Term Loans must be applied (1) pro rata to Repayment Amounts within any Class of Term Loans and (2) to reduce the scheduled Repayment Amounts in direct order of maturity. (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lenderof Term Loans, (B) other than if the Administrative Agent shall promptly provide notice of such prepayment arises due to a Specified Debt Incurrence Prepayment Eventeach Lender of Term Loans, (C) each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three fifteen Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent Borrower shall not prepay any such prepayment Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (CD) the Borrower will make all such prepayments not so refused upon the tenth earlier of (x) such fifteenth Business Day after and (y) such time as the Borrower has received notice from each Lender received first notice that it consents to or refuses such prepayment and (E) any prepayment so refused may be retained by the Borrower; provided, that any prepayment so refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of repayment from the Administrative Agentissuance of Permitted Additional Notes shall be re-allocated to the then outstanding Term Loans and shall be applied as set forth above in this paragraph (c).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated applied to reduce the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining scheduled Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed in direct order of maturity; provided that, subject to receive a less than the pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment application to Repayment Amounts within any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that following limitations: (A) the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (Amade pursuant to Section 5.2(a) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). ; and (iiB) prepayments within any Class of Term Loans must be applied (1) pro rata to Repayment Amounts within any Class of Term Loans and (2) to reduce the scheduled Repayment Amounts in direct order of maturity. With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, Agent written notice requesting that the Administrative Agent to provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Term Loan Lender, (B) other than if . Each such prepayment arises due shall be accompanied by an amount equal to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right accrued and unpaid interest on the principal amount to refuse any such prepayment by giving written notice be paid to but excluding the date of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agentpayment.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each Each prepayment of Term Loans required by Section 5.2(a)(i5.2(a) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class among the Classes of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon on the aggregate principal amount of outstanding principal amounts owing to each such Lender under Borrowings of each such Class of Term Loans and shall be applied to reduce such scheduled the applicable Repayment Amounts within each in such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments order as the Borrower may specify, subject determine up to an amount equal to the limitation aggregate amount of the applicable Repayment Amounts required to be made by the Borrower pursuant to Section 2.5(a) and (b) during the two year period immediately following the date of the prepayment (such amount being, the “Amortization Amount”), provided that to the extent that the Borrower amount of the prepayment exceeds the Amortization Amount, such excess shall not allocate be applied ratably to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon reduce the applicable then remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged pursuant to Section 2.5(a) and (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in fullb). (ii) . With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event)prepayment, (Ai) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make making such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Term Loan Lender, (Bii) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Tranche B Term Loan Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days five days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, prepayment (and to the extent Borrower shall not prepay any such prepayment Tranche B Term Loans until the date that is so refusedspecified in the immediately following clause), such amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (Ciii) the Borrower will make all such prepayments not so refused upon the tenth Business Day after earlier of (x) such fifth day and (y) such time as the Borrower has received notice from each Lender received first notice that it consents to or refuses such prepayment and (iv) the amount of repayment from any prepayment so refused shall be retained by the Administrative AgentBorrower.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Term Loans required by Sections 5.2(a)(i) and (iiSection 5.2(a) (other than except as provided in connection with a Debt Incurrence Prepayment EventSection 5.2(a)(iii)) shall be allocated (i) first, to the Classes Term B Loans then outstanding (ratably to each Class of Term B Loans outstanding(or on a less than ratable basis, pro rata, based upon if agreed to by the applicable remaining Repayment Amounts due in respect of each Lenders providing such Class of Term B Loans) based on then remaining principal amounts of the respective Classes of Term B Loans then outstanding) until paid in full, (excluding any ii) second, to the Term C Loans then outstanding (ratably to each Class of Term C Loans that has agreed to receive (or on a less than pro rata share of any such mandatory prepayment and taking into account any reduction in ratable basis, if agreed by the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term C Loans) based on the remaining principal amounts of the respective Classes of Term C Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class then outstanding) until paid in accordance with Section 5.2(d)(ii) full and (Biii) thereafter, at the option of the Borrower, to the Revolving Credit Facility 135 (ratably to each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed Revolving Commitments (or on a less than ratable basis if agreed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within Revolving Commitments) based on the respective Revolving Commitments of each such Class Class) (without any permanent reduction in accordance with Section 5.2(d)(iicommitments thereof); provided that, with respect to the allocation Net Cash Proceeds of such prepayments under clause (A) above onlyan Asset Sale Prepayment Event, between an Existing Term Loan Class and Extended Term Loans of Recovery Prepayment Event or Permitted Sale Leaseback, in each case solely to the same Extension Seriesextent with respect to any Collateral, the Borrower may allocate use a portion of such prepayments as Net Cash Proceeds to prepay or repurchase Permitted Other Debt or other Indebtedness that ranks pari passu with the Borrower may specifyObligations (such Indebtedness, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full). (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii“Additional Debt”) (other than any and with such prepaid or repurchased Additional Debt Incurrence Prepayment Event), (Apermanently extinguished) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and constituting First Lien Obligations to the extent any applicable document governing such Additional Debt requires the issuer of such Additional Debt to prepay or make an offer to purchase or prepay such Additional Debt with the proceeds of such Prepayment Event, in each case in an amount not to exceed 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 the Additional Debt constituting First Lien Obligations and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Additional Debt and the outstanding principal amount of Term B Loans and Term C Loans. Each prepayment is so refused, of Loans required by Section 5.2(a) shall be applied within each Class of Loans (i) ratably among the Lenders holding Loans of such amounts may be retained Class (unless otherwise agreed by the Borrower (the “Retained Refused Proceeds”an applicable affected Lender) and (Cii) to scheduled amortization payments in respect of such Loans in direct forward order of scheduled maturity thereof or as otherwise directed by the Borrower will make all such prepayments not so refused upon Borrower. Any prepayment of Term B Loans, Term C Loans or Revolving Loans with the tenth Business Day after the Lender received first notice Net Cash Proceeds of, or in exchange for, Permitted Other Debt, Refinancing Term B Loans, Replacement Term B Loans Refinancing Term C Loans or Replacement Term C Loans pursuant to Section 5.2(a)(iii)(B) shall be applied solely to each applicable Class or Classes of repayment from the Administrative AgentTerm B Loans, Term C Loans or Revolving Loans being refinanced or replaced.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each eachEach prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied pro rata to the Term Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full)... (ii) With respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent, written Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans and the Administrative Agent will promptly provide such notice to each LenderLender of Term Loans, (B) other than if such prepayment arises due to a Specified Debt Incurrence Prepayment Event, each Term Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within three five Business Days after such Term Lender’s receipt of notice from the Administrative Agent of such prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below) (such refused amounts, the “Refused Proceeds”), (C) the Refused Proceeds will be re-offered for prepayment to the Term Lenders not having refused a prepayment under this Section 5.2(c)(ii) by the Administrative Agent promptly providing notice of such re-offer to each such Term Lender, each such Term Lender will have the right to refuse any such re-offer of prepayment by giving written notice of such refusal to the Administrative Agent and the Borrower within five Business Days after such Term Lender’s receipt of notice from the Administrative Agent of such re-offer of prepayment (and the Borrower shall not prepay any Term Loans until the date that is specified in clause (D) below), (D) the Borrower will make all such prepayments not so refused upon the earlier of (x) the tenth Business Day after the Term Lenders received first notice of repayment from the Administrative Agent and (y) such time as the Borrower has received notice from any Term Lender that it consents to such prepayment, and to the extent (E) thereafter, any such prepayment is so refused, such amounts remaining Refused Proceeds may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent).