Common use of Application to Revolving Loans Clause in Contracts

Application to Revolving Loans. Each prepayment in respect of any Loans pursuant to Section 6.1(a), other than Banker’s Acceptances and BA Equivalent Notes specifically identified for prepayment in the applicable prepayment notice, shall be applied pro rata to the Class or Classes of Loans as are outstanding at the time of such prepayment except where such prepayment is in connection with the termination of any Class of Commitments pursuant to Section 4.2, in which case such prepayment may be directed to the Class of Commitments being terminated at such time. At the Borrower Representative’s election in connection with any prepayment pursuant to this Section 6.1, subject to compliance with Section 2.17(a)(ii), such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender. Each prepayment under Section 6.1(a) of Revolving Loans of any particular Class (x) made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and (y) notwithstanding the provisions of the preceding clause (x), subject to compliance with Section 2.17(a)(ii), no prepayment of Revolving Loans shall be applied to the Revolving Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower Representative. Notwithstanding the foregoing, with respect to each prepayment of Revolving Loans, the Borrower Representative may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made. In the absence of a designation by the Borrower Representative as described in the preceding sentence with respect to the Type of Loans that are to be prepaid, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. The voluntary prepayments set forth in this Section 6.1 shall not reduce the aggregate amount of Commitments and amounts prepaid may be reborrowed.

Application to Revolving Loans. Each prepayment in respect of any Loans pursuant to Section 6.1(a), other than Banker’s Acceptances and BA Equivalent Notes specifically identified for prepayment in the applicable prepayment notice, shall be applied pro rata to the Class or Classes of Loans as are outstanding at the time of such prepayment except where such prepayment is in connection with the termination of any Class of Commitments pursuant to Section 4.2, in which case such prepayment may be directed to the Class of Commitments being terminated at such time. At the Borrower Representative’s election in connection with any prepayment pursuant to this Section 6.1, subject to compliance with Section 2.17(a)(ii), such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender. Each prepayment under Section 6.1(a) of Revolving Loans of any particular Class (x) made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and (y) notwithstanding the provisions of the preceding clause (x), subject to compliance with Section 2.17(a)(ii), no prepayment of Revolving Loans shall be applied to the Revolving Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower Representative. Notwithstanding the foregoing, with With respect to each prepayment of Revolving Loans, Other Revolving Loans and Replacement Revolving Loans elected by the Borrower Representative pursuant to Section 2.11(a) or required by Section 2.11(b), the Borrower may designate (i) the Class and Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which madesuch Loans were made and (ii) the Class of Revolving Loans, Other Revolving Loans or Replacement Revolving Loans to be prepaid; provided that (x) Eurocurrency Loans may be designated for prepayment pursuant to this Section 2.11 only on the last day of an Interest Period applicable thereto unless all Eurocurrency Loans with Interest Periods ending on such date of required prepayment and all ABR Loans have been paid in full; (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans of such Class (except that any prepayment made in connection with a reduction of the Commitments of such Class pursuant to Section 2.08 shall be applied pro rata based on the amount of the reduction in the Commitments of such Class of each applicable Lender); and (z) notwithstanding the provisions of the preceding clause (y), at the option of the Borrower, no prepayment made pursuant to Section 2.11(a) or Section 2.11(b) of Revolving Loans, Other Revolving Loans or Replacement Revolving Loans of any Class shall be applied to the Loans of any Defaulting Lender. In the absence of a designation by the Borrower Representative as described in the preceding sentence with respect to the Type of Loans that are to be prepaidsentence, the Administrative Agent Agent, shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. The voluntary prepayments set forth in this Section 6.1 shall not reduce the aggregate amount of Commitments and amounts prepaid may be reborrowed2.16.

Application to Revolving Loans. Each prepayment in respect of any Loans pursuant to Section 6.1(a), other than Banker’s Acceptances and BA Equivalent Notes specifically identified for prepayment in the applicable prepayment notice, shall be applied pro rata to the Class or Classes of Loans as are outstanding at the time of such prepayment except where such prepayment is in connection with the termination of any Class of Commitments pursuant to Section 4.2, in which case such prepayment may be directed to the Class of Commitments being terminated at such time. At the Borrower Representative’s election in connection with any prepayment pursuant to this Section 6.1, subject to compliance with Section 2.17(a)(ii), such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender. Each prepayment under Section 6.1(a) of Revolving Loans of any particular Class (x) made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and (y) notwithstanding the provisions of the preceding clause (x), subject to compliance with Section 2.17(a)(ii), no prepayment of Revolving Loans shall be applied to the Revolving Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower Representative. Notwithstanding the foregoing, with respect to each prepayment of Revolving Loans, the Borrower Representative may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made. In the absence of a designation by the Borrower Representative as described in the preceding sentence with respect to the Type of Loans that are to be prepaid, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. The voluntary prepayments set forth in this Section 6.1 shall not reduce the aggregate amount of Commitments and amounts prepaid may be reborrowed. Notwithstanding the foregoing and prior to the FILO Credit Maturity Date (and subject to Section 12.14 of this Agreement) all repayments of Revolving Loans shall be applied first to outstanding Revolving Loans pursuant to the Revolving Credit Commitments and once fully paid (excluding Letters of Credit) to outstanding Revolving Loans pursuant to the FILO Credit Commitment.

Application to Revolving Loans. Each With respect to each prepayment in respect of Revolving Loans required by Section 6.2(a), the Borrower Representative may designate (i) the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made and (ii) the Revolving Loans to be prepaid, provided that (x) each prepayment shall be applied first, ratably to outstanding Swingline Loans and Unpaid Drawings and second, to the prepayment of outstanding Revolving Loans, (y) after giving effect to clause (x), each prepayment of any Loans pursuant to Section 6.1(a), other than Banker’s Acceptances and BA Equivalent Notes specifically identified for prepayment in the applicable prepayment notice, shall be applied pro rata to the Class or Classes of Loans as are outstanding at the time of such prepayment except where such prepayment is in connection with the termination of any Class of Commitments pursuant to Section 4.2, in which case such prepayment may be directed to the Class of Commitments being terminated at such time. At the Borrower Representative’s election in connection with any prepayment pursuant to this Section 6.1, subject to compliance with Section 2.17(a)(ii), such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender. Each prepayment under Section 6.1(a) of Revolving Loans of any particular Class (x) made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and (yz) notwithstanding the provisions of the preceding clause clauses (x) or (y), subject to compliance with Section 2.17(a)(ii), no prepayment of Revolving Loans shall be applied to the Revolving Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower Representative. Notwithstanding the foregoing, with respect to each prepayment of Revolving Loans, the Borrower Representative may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made. In the absence of a designation by the Borrower Representative as described in the preceding sentence with respect to the Type of Loans that are to be prepaidsentence, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. The voluntary mandatory prepayments set forth in this Section 6.1 6.2 shall not reduce the aggregate amount of Commitments and amounts prepaid may be reborrowedreborrowed in accordance with the terms hereof. Notwithstanding the foregoing and prior to the FILO Credit Maturity Date (and subject to Section 12.14 of this Agreement) all repayments of Revolving Loans shall be applied first to outstanding Revolving Loans pursuant to the Revolving Credit Commitments and once fully paid (excluding Letters of Credit) to outstanding Revolving Loans pursuant to the FILO Credit Commitment.

Application to Revolving Loans. Each prepayment in respect of any Loans pursuant to Section 6.1(a), other than Banker’s Acceptances and BA Equivalent Notes specifically identified for prepayment in the applicable prepayment notice, shall be applied pro rata to the Class or Classes of Loans as are outstanding at the time of such prepayment except where such prepayment is in connection with the termination of any Class of Commitments pursuant to Section 4.2, in which case such prepayment may be directed to the Class of Commitments being terminated at such time. At the Borrower Representative’s election in connection with any prepayment pursuant to this Section 6.1, subject to compliance with Section 2.17(a)(ii), such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender. Each prepayment under Section 6.1(a) of Revolving Loans of any particular Class (x) made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and (y) notwithstanding the provisions of the preceding clause (x), subject to compliance with Section 2.17(a)(ii), no prepayment of Revolving Loans shall be applied to the Revolving Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower Representative. Notwithstanding the foregoing, with With respect to each prepayment of Revolving Loans, Other Revolving Loans and Replacement Revolving Loans elected by the Borrower Representative pursuant to Section 2.11(a) or required by Section 2.11(b), the Borrower may designate (i) the Class and Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which madesuch Loans were made and (ii) the Class of Revolving Loans, Other Revolving Loans or Replacement Revolving Loans to be prepaid; provided that (x) Eurocurrency Loans may be designated for prepayment pursuant to this Section 2.11 only on the last day of an Interest Period applicable thereto unless all Eurocurrency Loans with Interest Periods ending on such date of required prepayment and all ABR Loans have been paid in full; (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans of such Class (except that any prepayment made in connection with a reduction of the Commitments of such Class pursuant to Section 2.08 shall be applied pro rata based on the amount of the reduction in the Commitments of such Class of each applicable Lender); and (z) notwithstanding the provisions of the preceding clause (y), at the option of the Borrower, no prepayment made pursuant to Section 2.11(a) or Section 2.11(b) of Revolving Loans, Other Revolving Loans or Replacement Revolving Loans of any Class shall be applied to the Loans of any Defaulting Lender. In the absence of a designation by the Borrower Representative as described in the preceding sentence with respect to the Type of Loans that are to be prepaidsentence, the Administrative Agent Agent, shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.112.16. (h) The voluntary prepayments set forth Borrower shall notify the Administrative Agent (and in this the case of prepayment of a Swingline Loan, the Swingline Lender) of any optional prepayment pursuant to Section 6.1 shall 2.11(a) by delivering a notice of such prepayment substantially in the form of Exhibit H hereto (the “Notice of Prepayment”) to the Administrative Agent (i) in the case of prepayment of a Eurocurrency Borrowing, not reduce later than 2:00 p.m., New York City time, three Business Days prior to the aggregate amount date of Commitments and amounts prepaid may be reborrowed.prepayment or (ii) in the

Application to Revolving Loans. Each prepayment in respect of any Loans pursuant to Section 6.1(a), other than Banker’s Acceptances and BA Equivalent Notes specifically identified for prepayment in the applicable prepayment notice, shall be applied pro rata to the Class or Classes of Loans as are outstanding at the time of such prepayment except where such prepayment is in connection with the termination of any Class of Commitments pursuant to Section 4.2, in which case such prepayment may be directed to the Class of Commitments being terminated at such time. At the Borrower Representative’s election in connection with any prepayment pursuant to this Section 6.1, subject to compliance with Section 2.17(a)(ii), such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender. Each prepayment under Section 6.1(a) of Revolving Loans of any particular Class (x) made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and (y) notwithstanding the provisions of the preceding clause (x), subject to compliance with Section 2.17(a)(ii), no prepayment of Revolving Loans shall be applied to the Revolving Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower Representative. Notwithstanding the foregoing, with With respect to each prepayment of Revolving Loans, Other Revolving Loans and Replacement Revolving Loans elected by the Borrower Representative pursuant to Section 2.11(a) or required by Section 2.11(b), the Borrower may designate (i) the Class and Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which madesuch Loans were made and (ii) the Class of Revolving Loans, Other Revolving Loans or Replacement Revolving Loans to be prepaid; provided that any prepayment of Revolving Loans while any Class A Revolving Commitments are outstanding shall be made pro rata between the Class A Revolving Loans and the Class B Revolving Loans in proportion to the respective Revolving Commitments under the Class A Revolving Facility and the Class B Revolving Facility (except that any prepayment made in connection with a reduction of the Class A Revolving Commitments pursuant to Section 2.08 may be applied solely to the Class A Revolving Loans and allocated to the Class A Revolving Loans based on the amount of the reduction in the Class A Revolving Commitments of each applicable Lender thereunder); provided further that (x) EurocurrencySOFR Loans may be designated for prepayment pursuant to this Section 2.11 only on the last day of an Interest Period applicable thereto unless all EurocurrencySOFR Loans with Interest Periods ending on such date of required prepayment and all ABR Loans have been paid in full; (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans of such Class (except that any prepayment made in connection with a reduction of the Commitments of such Class pursuant to Section 2.08 shall be applied pro rata based on the amount of the reduction in the Commitments of such Class of each applicable Lender); and (z) notwithstanding the provisions of the preceding clause (y), at the option of the Borrower, no prepayment made pursuant to Section 2.11(a) or Section 2.11(b) of Revolving Loans, Other Revolving Loans or Replacement Revolving Loans of any Class shall be applied to the Loans of any Defaulting Lender. In the absence of a designation by the Borrower Representative as described in the preceding sentence with respect to the Type of Loans that are to be prepaidsentence, the Administrative Agent Agent, shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. The voluntary prepayments set forth in this Section 6.1 shall not reduce the aggregate amount of Commitments and amounts prepaid may be reborrowed2.16.

Application to Revolving Loans. Each prepayment in respect of any Loans pursuant to Section 6.1(a), other than Banker’s Acceptances and BA Equivalent Notes specifically identified for prepayment in the applicable prepayment notice, shall be applied pro rata to the Class or Classes of Loans as are outstanding at the time of such prepayment except where such prepayment is in connection with the termination of any Class of Commitments pursuant to Section 4.2, in which case such prepayment may be directed to the Class of Commitments being terminated at such time. At the Borrower Representative’s election in connection with any prepayment pursuant to this Section 6.1, subject to compliance with Section 2.17(a)(ii), such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender. Each prepayment under Section 6.1(a) of Revolving Loans of any particular Class (x) made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and (y) notwithstanding the provisions of the preceding clause (x), subject to compliance with Section 2.17(a)(ii), no prepayment of Revolving Loans shall be applied to the Revolving Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower Representative. Notwithstanding the foregoing, with With respect to each prepayment of Revolving Loans, Other Revolving Loans and Replacement Revolving Loans elected by the Borrower Representative pursuant to Section 2.11(a) or required by Section 2.11(b), the Borrower may designate (i) the Class and Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which madesuch Loans were made and (ii) the Class of Revolving Loans, Other Revolving Loans or Replacement Revolving Loans to be prepaid; provided that any prepayment of Revolving Loans while any Class A Revolving Commitments are outstanding shall be made pro rata between the Class A Revolving Loans and the Class B Revolving Loans in proportion to the respective Revolving Commitments under the Class A Revolving Facility and the Class B Revolving Facility (except that any prepayment made in connection with a reduction of the Class A Revolving Commitments pursuant to Section 2.08 may be applied solely to the Class A Revolving Loans and allocated to the Class A Revolving Loans based on the amount of the reduction in the Class A Revolving Commitments of each applicable Lender thereunder); provided further that (x) Eurocurrency Loans may be designated for prepayment pursuant to this Section 2.11 only on the last day of an Interest Period applicable thereto unless all Eurocurrency Loans with Interest Periods ending on such date of required prepayment and all ABR Loans have been paid in full; (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans of such Class (except that any prepayment made in connection with a reduction of the Commitments of such Class pursuant to Section 2.08 shall be applied pro rata based on the amount of the reduction in the Commitments of such Class of each applicable Lender); and (z) notwithstanding the provisions of the preceding clause (y), at the option of the Borrower, no prepayment made pursuant to Section 2.11(a) or Section 2.11(b) of Revolving Loans, Other Revolving Loans or Replacement Revolving Loans of any Class shall be applied to the Loans of any Defaulting Lender. In the absence of a designation by the Borrower Representative as described in the preceding sentence with respect to the Type of Loans that are to be prepaidsentence, the Administrative Agent Agent, shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. The voluntary prepayments set forth in this Section 6.1 shall not reduce the aggregate amount of Commitments and amounts prepaid may be reborrowed2.16.

Application to Revolving Loans. Each prepayment in respect of any Loans pursuant to Section 6.1(a), other than Banker’s 's Acceptances and BA Equivalent Notes specifically identified for prepayment in the applicable prepayment notice, shall be applied pro rata to the Class or Classes of Loans as are outstanding at the time of such prepayment except where such prepayment is in connection with the termination of any Class of Commitments pursuant to Section 4.2, in which case such prepayment may be directed to the Class of Commitments being terminated at such time. At the Borrower Representative’s 's election in connection with any prepayment pursuant to this Section 6.1, subject to compliance with Section 2.17(a)(ii), such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender. Each prepayment under Section 6.1(a) of Revolving Loans of any particular Class (x) made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and (y) notwithstanding the provisions of the preceding clause (x), subject to compliance with Section 2.17(a)(ii), no prepayment of Revolving Loans shall be applied to the Revolving Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower Representative. Notwithstanding the foregoing, with respect to each prepayment of Revolving Loans, the Borrower Representative may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made. In the absence of a designation by the Borrower Representative as described in the preceding sentence with respect to the Type of Loans that are to be prepaid, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. The voluntary prepayments set forth in this Section 6.1 shall not reduce the aggregate amount of Commitments and amounts prepaid may be reborrowed.

Application to Revolving Loans. Each prepayment in respect of any Loans pursuant to Section 6.1(a), other than Banker’s Acceptances and BA Equivalent Notes specifically identified for prepayment in the applicable prepayment notice, shall be applied pro rata to the Class or Classes of Loans as are outstanding at the time of such prepayment except where such prepayment is in connection with the termination of any Class of Commitments pursuant to Section 4.2, in which case such prepayment may be directed to the Class of Commitments being terminated at such time. At the Borrower Representative’s election in connection with any prepayment pursuant to this Section 6.1, subject to compliance with Section 2.17(a)(ii), such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender. Each prepayment under Section 6.1(a) of Revolving Loans of any particular Class (x) made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and (y) notwithstanding the provisions of the preceding clause (x), subject to compliance with Section 2.17(a)(ii), no prepayment of Revolving Loans shall be applied to the Revolving Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower Representative. Notwithstanding the foregoing, with With respect to each prepayment of Revolving Loans, Other Revolving Loans and Replacement Revolving Loans elected by the Borrower Representative pursuant to Section 2.11(a) or required by Section 2.11(b), the Borrower may designate (i) the Class and Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made. In such Loans were made and (ii) the absence Class of a designation by the Borrower Representative as described in the preceding sentence with respect to the Type of Revolving Loans, Other Revolving Loans that are or Replacement Revolving Loans to be prepaid, ; provided that any prepayment of Revolving Loans while any Class A Revolving Commitments are outstanding shall be made pro rata between the Administrative Agent shall, subject Class A Revolving Loans and the Class B Revolving Loans in proportion to the above, make such designation respective Revolving Commitments under the Class A Revolving Facility and the Class B Revolving Facility (except that any prepayment made in its reasonable discretion connection with a view, but no obligation, reduction of the Class A Revolving Commitments pursuant to minimize breakage costs owing under Section 2.11. The voluntary prepayments set forth 2.08 may be applied solely to the Class A Revolving Loans and allocated to the Class A Revolving Loans based on the amount of the reduction in the Class A Revolving Commitments of each applicable Lender thereunder); provided further that (x) Eurocurrency Loans may be designated for prepayment pursuant to this Section 6.1 2.11 only on the last day of an Interest Period applicable thereto unless all Eurocurrency Loans with Interest Periods ending on such date of required prepayment and all ABR Loans have been paid in full; (y) each prepayment of any Loans made pursuant to a Borrowing shall not reduce the aggregate amount be applied pro rata among such Loans of Commitments and amounts prepaid may be reborrowed.such Class (except that any prepayment made in connection with a 108 US-DOCS\115047431.4

Application to Revolving Loans. Each prepayment in respect of any Loans pursuant to Section 6.1(a), other than Banker’s Acceptances and BA Equivalent Notes specifically identified for prepayment in the applicable prepayment notice, shall be applied pro rata to the Class or Classes of Loans as are outstanding at the time of such prepayment except where such prepayment is in connection with the termination of any Class of Commitments pursuant to Section 4.2, in which case such prepayment may be directed to the Class of Commitments being terminated at such time. At the Borrower Representative’s election in connection with any prepayment pursuant to this Section 6.1, subject to compliance with Section 2.17(a)(ii), such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender. Each prepayment under Section 6.1(a) of Revolving Loans of any particular Class (x) made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and (y) notwithstanding the provisions of the preceding clause (x), subject to compliance with Section 2.17(a)(ii), no prepayment of Revolving Loans shall be applied to the Revolving Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower Representative. Notwithstanding the foregoing, with With respect to each prepayment of Revolving Loans, Other Revolving Loans and Replacement Revolving Loans elected by the Borrower Representative pursuant to Section 2.11(a) or required by Section 2.11(b), the Borrower may designate (i) the Class and Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which madesuch Loans were made and (ii) the Class of Revolving Loans, Other Revolving Loans or Replacement Revolving Loans to be prepaid; provided that any prepayment of Revolving Loans while any Class A Revolving Commitments are outstanding shall be made pro rata between the Class A Revolving Loans and the Class B Revolving Loans in proportion to the respective Revolving Commitments under the Class A Revolving Facility and the Class B Revolving Facility (except that any prepayment made in connection with a reduction of the Class A Revolving Commitments pursuant to Section 2.08 may be applied solely to the Class A Revolving Loans and allocated to the Class A Revolving Loans based on the amount of the reduction in the Class A Revolving Commitments of each applicable Lender thereunder); provided further that (x) Eurocurrency Loans may be designated for prepayment pursuant to this Section 2.11 only on the last day of an Interest Period applicable thereto unless all Eurocurrency Loans with Interest Periods ending on such date of required prepayment and all ABR Loans have been paid in full; (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans of such Class (except that any prepayment made in connection with a reduction of the Commitments of such Class pursuant to Section 2.08 shall be applied pro rata based on the amount of the reduction in the Commitments of such Class of each applicable Lender); and (z) notwithstanding the provisions of the preceding clause (y), at the option of the Borrower, no prepayment made pursuant to Section 2.11(a) or Section 2.11(b) of Revolving Loans, Other Revolving Loans or Replacement Revolving Loans of any Class shall be applied to the Loans of any Defaulting Lender. In the absence of a designation by the Borrower Representative as described in the preceding sentence with respect to the Type of Loans that are to be prepaidsentence, the Administrative Agent Agent, shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.112.16. (h) The voluntary prepayments set forth Borrower shall notify the Administrative Agent (and in the case of prepayment of a Swingline Loan, the Swingline Lender) of any optional prepayment pursuant to Section 2.11(a) by delivering a notice of such prepayment substantially in the form of Exhibit H hereto (the “Notice of Prepayment”) to the Administrative Agent (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business Days prior to the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time, on the Business Day before the date of such prepayment. Each such notice shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. In the case of any Notice of Prepayment with respect to any optional or mandatory prepayment, promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. At the Borrower’s election in connection with any prepayment pursuant to this Section 6.1 2.11, such prepayment shall not reduce be applied to any Term Loan or Revolving Loan of a Defaulting Lender and shall be allocated ratably among the aggregate amount of Commitments and amounts prepaid may be reborrowed.relevant non-Defaulting Lenders. 110 US-DOCS\115047431.4127573765.6