Common use of Application to Term Loans Clause in Contracts

Application to Term Loans. With respect to each prepayment of Term Loans required by Section 5.2(a), the US Borrower (on its own behalf and on behalf of the UK Borrower) may, subject to Section 5.2(c), designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided, that (i) Eurodollar Term Loans may be designated for prepayment pursuant to this Section 5.2 only on the last day of an Interest Period applicable thereto unless all Eurodollar Term Loans with Interest Periods ending on such date of required prepayment and all Term Loans that are ABR Loans have been paid in full; (ii) if any prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans, such Borrowing shall immediately be converted into ABR Loans; and (iii) in the case of a prepayment of Tranche E Term Loans or Tranche G Term Loans required by Section 5.2(a), the prepayment amount shall be applied on a pro rata basis to the then outstanding Loans of the applicable Class, regardless of Type and, in the case of Eurodollar Term Loans of the applicable Class, the Interest Period therefor. In the absence of a designation by the US Borrower as described in the preceding sentence, 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.

Application to Term Loans. (i) With respect to each prepayment of Term Loans required elected to be made by Section 5.2(a), the US Borrower (on its own behalf and on behalf of the UK Borrower) may, subject pursuant to Section 5.2(c)2.11(a) or required to be made pursuant to a Specified Debt Incurrence Prepayment Event, such prepayments shall be applied on a pro rata basis to the Lenders within any Class entitled to receive such prepayment to reduce scheduled repayment amounts in such order as the Borrower may specify (or, if not specified, in direct order of maturity) and the Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; providedprovided that the Borrower pays any amounts, that (i) Eurodollar Term Loans may if any, required to be designated for prepayment paid pursuant to this Section 5.2 only 2.16 with respect to prepayments of Eurocurrency Loans made on any date other than the last day of an Interest Period applicable thereto unless all Eurodollar Term Loans with Interest Periods ending on such date of required prepayment and all Term Loans that are ABR Loans have been paid in full; (ii) if any prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans, such Borrowing shall immediately be converted into ABR Loans; and (iii) in the case of a prepayment of Tranche E Term Loans or Tranche G Term Loans required by Section 5.2(a), the prepayment amount shall be applied on a pro rata basis to the then outstanding Loans of the applicable Class, regardless of Type and, in the case of Eurodollar Term Loans of the applicable Class, the Interest Period thereforPeriod. In the absence of a designation by the US Borrower as described in the preceding sentence, 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 2.11.2.16. (ii) After giving effect to the provisions of Section 2.11(e)(ii), with respect to each prepayment of Term Loans by the Borrower required to be made pursuant to Section 2.11(c) (other than in respect of a Specified Debt Incurrence Prepayment Event) or Section 2.11(d), such prepayments shall be applied on a pro rata basis to the Lenders within any Class entitled to receive such prepayment to reduce scheduled repayment amounts in direct order of maturity and irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that, if no Lender exercises the right to refuse an offered mandatory prepayment of the Term Loans pursuant to Section 2.11(e)(ii), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes breakage costs owing under Section 2.16. (g)

Application to Term Loans. (i) With respect to each prepayment of Term Loans required elected by Section 5.2(a), the US Borrower (on its own behalf and on behalf of the UK Borrower) may, subject pursuant to Section 5.2(c)5.1 or pursuant to a Specified Debt Incurrence Prepayment Event, such prepayments shall be applied to reduce Repayment Amounts in such order as the Borrower may specify (or, if not specified, in direct order of maturity) and the Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided, except that (i) Eurodollar prepayments of Initial Term Loans may be designated for prepayment pursuant to this Section 5.2 only on the last day of an Interest Period applicable thereto unless all Eurodollar and 2022 Incremental Term Loans with Interest Periods ending on such date of required prepayment and all Term Loans that are ABR Loans have been paid in full; (ii) if any prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans, such Borrowing shall immediately be converted into ABR Loans; and (iii) in the case of a prepayment of Tranche E Term Loans or Tranche G Term Loans required by Section 5.2(a), the prepayment amount shall be applied made on a pro rata basis to the then outstanding Initial Term Loans and 2022 Incremental Term Loans (other than with respect to a Specified Debt Incurrence Prepayment Event); provided that the Borrower pays any amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of Eurocurrency Loans or Term SOFR Loans made on any date other than the last day of the applicable Class, regardless of Type and, in the case of Eurodollar Term Loans of the applicable Class, the Interest Period thereforPeriod. In the absence of a designation by the US Borrower as described in the preceding sentence, the Administrative Agent Agent, shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, manner that minimizes the amount of payments required to minimize breakage costs owing under be made by the Borrower pursuant to Section 2.11.. (ii) With respect to each prepayment of Term Loans by the Borrower required pursuant to Section 5.2(a) (other than in respect of a Specified Debt Incurrence Prepayment Event), such prepayments shall be applied to reduce Repayment Amounts in direct order of maturity and on a pro rata basis among the then outstanding Classes of Term Loans (other than any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment) being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or, Eurocurrency Loans or Term SOFR Loans; provided that, if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 5.2(c)(ii), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans or Term SOFR Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.11. (e)

Application to Term Loans. With respect to each prepayment of Term Loans required by Section 5.2(a), the US Borrower (on its own behalf and on behalf of the UK Borrower) may, subject to Section 5.2(c), designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided, provided that (i) Eurodollar Term Loans may be designated for prepayment pursuant to this Section 5.2 only on the last day of an Interest Period applicable thereto unless all Eurodollar Term Loans with Interest Periods ending on such date of required prepayment and all Term Loans that are ABR Loans have been paid in full; (ii) if any prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans, such Borrowing shall immediately be converted into ABR Loans; and (iii) in the case of a prepayment of Tranche E B Term Loans or Tranche G C Term Loans required by Section 5.2(a), the prepayment amount shall be applied on a pro rata basis to the then outstanding Loans of the applicable Class, regardless of Type and, in the case of Eurodollar Term Loans of the applicable Class, the Interest Period therefor. In the absence of a designation by the US Borrower as described in the preceding sentence, 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.

Application to Term Loans. (i) With respect to each prepayment of Term Loans required elected to be made by Section 5.2(a), the US Borrower (on its own behalf and on behalf of the UK Borrower) may, subject pursuant to Section 5.2(c)2.11(a) or required to be made pursuant to a Specified Debt Incurrence Prepayment Event, such prepayments shall be applied on a pro rata basis to the Lenders within any Class entitled to receive such prepayment to reduce scheduled repayment amounts in such order as the Borrower may specify (or, if not specified, in direct order of maturity) and the Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; providedprovided that the Borrower pays any amounts, that (i) Eurodollar Term Loans may if any, required to be designated for prepayment paid pursuant to this Section 5.2 only 2.16 with respect to prepayments of Eurocurrency Loans made on any date other than the last day of an Interest Period applicable thereto unless all Eurodollar Term Loans with Interest Periods ending on such date of required prepayment and all Term Loans that are ABR Loans have been paid in full; (ii) if any prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans, such Borrowing shall immediately be converted into ABR Loans; and (iii) in the case of a prepayment of Tranche E Term Loans or Tranche G Term Loans required by Section 5.2(a), the prepayment amount shall be applied on a pro rata basis to the then outstanding Loans of the applicable Class, regardless of Type and, in the case of Eurodollar Term Loans of the applicable Class, the Interest Period thereforPeriod. In the absence of a designation by the US Borrower as described in the preceding sentence, 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 2.11.2.16. (ii) After giving effect to the provisions of Section 2.11(e)(ii), with respect to each prepayment of Term Loans by the Borrower required to be made pursuant to Section 2.11(c) (other than in respect of a Specified Debt Incurrence Prepayment Event) or Section 2.11(d), such prepayments shall be applied on a pro rata basis to the Lenders within any Class entitled to receive such prepayment to reduce scheduled repayment amounts in direct order of maturity and 109 US-DOCS\115047431.4127573765.6

Application to Term Loans. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to Section 5.2(a), such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or LIBOR Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 5.2(c), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to such Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are LIBOR Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.12. (e) Application to Revolving Credit Loans. With respect to each prepayment of Term Revolving Credit Loans required or elected by the Borrower pursuant to Section 5.2(a) or required by Section 5.2(a5.2(b) and subject to Section 2.1(b)(iii), the US Borrower may designate (on its own behalf and on behalf of the UK Borroweri) may, subject to Section 5.2(c), designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which mademade and (ii) the Revolving Credit Loans to be prepaid; provided, provided that (iw) Eurodollar Term LIBOR Revolving Credit Loans may be designated for prepayment pursuant to this Section 5.2 5.2(e) only on the last day of an Interest Period applicable thereto unless all Eurodollar Term LIBOR Loans with Interest Periods ending on such date of required prepayment and all Term Loans that are ABR Loans have been paid in full; (iix) if any prepayment by the Borrower of Eurodollar Term LIBOR Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding Term principal amount of the Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term LIBOR Revolving Credit Loans, such Borrowing shall immediately be converted into ABR Loans; and (iiiy) in the case of a each prepayment of Tranche E Term any Loans or Tranche G Term Loans required by Section 5.2(a), the prepayment amount made pursuant to a Borrowing shall be applied on a pro rata basis to the then outstanding Loans of the applicable Class, regardless of Type and, in the case of Eurodollar Term Loans of the applicable Class, the Interest Period thereforamong such Loans. In the absence of a designation by the US Borrower as described in the preceding sentence, 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 2.11.2.12. (f) LIBOR Interest Periods. In lieu of making any payment pursuant to this Section 5.2 in respect of any LIBOR Loan other than on the last day of the Interest Period therefor so long as no Event of Default shall have occurred and be continuing, the Borrower at its option may deposit with the Administrative Agent an amount equal to the amount of the LIBOR Loan to be prepaid and such LIBOR Loan shall be repaid on the last day of the Interest Period therefor in the required amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to the Administrative Agent, earning interest at the then-customary rate for accounts of such type. Such deposit shall constitute cash collateral for the Obligations; provided that the Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 5.2. (g) Minimum Amount. No prepayment shall be required pursuant to Section 5.2(a)(i) with respect to Asset Sale Prepayment Events, Casualty Events and Permitted Sale Leasebacks unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to such Section and not yet applied at or prior to such time to prepay Term Loans pursuant to such Section exceeds $7,500,000 in the aggregate for all such Prepayment Events. (h)

Application to Term Loans. (i) With respect to each prepayment of Term Loans required elected to be made by Section 5.2(a), the US Borrower (on its own behalf and on behalf of the UK Borrower) may, subject pursuant to Section 5.2(c)2.11(a) or required to be made pursuant to a Specified Debt Incurrence Prepayment Event, such prepayments shall be applied on a pro rata basis to the Lenders within any Class entitled to receive such prepayment to reduce scheduled repayment amounts in such order as the Borrower may specify (or, if not specified, in direct order of maturity) and the Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; providedprovided that the Borrower pays any amounts, that (i) Eurodollar Term Loans may if any, required to be designated for prepayment paid pursuant to this Section 5.2 only 2.16 with respect to prepayments of SOFR Loans made on any date other than the last day of an Interest Period applicable thereto unless all Eurodollar Term Loans with Interest Periods ending on such date of required prepayment and all Term Loans that are ABR Loans have been paid in full; (ii) if any prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans, such Borrowing shall immediately be converted into ABR Loans; and (iii) in the case of a prepayment of Tranche E Term Loans or Tranche G Term Loans required by Section 5.2(a), the prepayment amount shall be applied on a pro rata basis to the then outstanding Loans of the applicable Class, regardless of Type and, in the case of Eurodollar Term Loans of the applicable Class, the Interest Period thereforPeriod. In the absence of a designation by the US Borrower as described in the preceding sentence, 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 2.11.2.16. (ii) After giving effect to the provisions of Section 2.11(e)(ii), with respect to each prepayment of Term Loans by the Borrower required to be made pursuant to Section 2.11(c) (other than in respect of a Specified Debt Incurrence Prepayment Event) or Section 2.11(d), such prepayments shall be applied on a pro rata basis to the Lenders within any Class entitled to receive such prepayment to reduce scheduled repayment amounts in direct order of maturity and irrespective of whether such outstanding Term Loans are ABR Loans or SOFR Loans; provided that, if no Lender exercises the right to refuse an offered mandatory prepayment of the Term Loans pursuant to Section 2.11(e)(ii), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are SOFR Loans in a manner that minimizes breakage costs owing under Section 2.16. (g)

Application to Term Loans. (i) With respect to each prepayment of Term Loans required elected by the Borrower pursuant to Section 5.1 or pursuant to Section 5.2(a)) in respect of a Debt Incurrence Prepayment Event, such prepayments shall be applied to reduce Repayment Amounts in such order as the US Borrower may specify (on its own behalf or, if not specified, in direct order of maturity) and on behalf of the UK Borrower) may, subject to Section 5.2(c), Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; providedprovided that the Borrower pays any amounts, that (i) Eurodollar Term Loans may if any, required to be designated for prepayment paid pursuant to this Section 5.2 only 2.11 with respect to prepayments of EurodollarSOFR Loans made on any date other than the last day of an Interest Period applicable thereto unless all Eurodollar Term Loans with Interest Periods ending on such date of required prepayment and all Term Loans that are ABR Loans have been paid in full; (ii) if any prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans, such Borrowing shall immediately be converted into ABR Loans; and (iii) in the case of a prepayment of Tranche E Term Loans or Tranche G Term Loans required by Section 5.2(a), the prepayment amount shall be applied on a pro rata basis to the then outstanding Loans of the applicable Class, regardless of Type and, in the case of Eurodollar Term Loans of the applicable Class, the Interest Period thereforPeriod. In the absence of a designation by the US Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, manner that minimizes the amount of payments required to minimize breakage costs owing under be made by the Borrower pursuant to Section 2.11.. (ii) With respect to each prepayment of Term Loans by the Borrower required pursuant to Section 5.2(a) (other than in respect of a Debt Incurrence Prepayment Event), such prepayments shall be applied to reduce Repayment Amounts in direct order of maturity for the respective scheduled payments pursuant to Section 2.5(b) following the applicable prepayment event with respect to each such mandatory prepayment and the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are EurodollarSOFR Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.11. (e)