Common use of Application of Prepayments Clause in Contracts

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

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

Application of Prepayments. (ai) Application Except as may otherwise be provided with respect to any Incremental Term Loan in the Incremental Amendment relating thereto, subject to subsection 1.10(c), any prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Term Loan pursuant to Section 2.13(a1.7 (A) shall be applied as specified by the Borrowers in the applicable notice ratably to each Class of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans then outstanding (B) shall be applied (x) applied, with respect to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any each such Class incurred after the Closing Date elect to for which prepayments will be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loansmade, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers Borrower (or, in the absence of and absent such direction, in direct order of maturity) to repayments thereof required pursuant to Section 1.8(a) or, in the case of any Class of Incremental Term Loans, as set forth in the applicable Incremental Amendment, and (C) shall be paid to the Appropriate Lenders in accordance with their respective pro rata share (or other applicable share provided by this Agreement) of each such Class of Term Loans. (ii) Except as may otherwise be provided with respect to any Incremental Term Loan in the Incremental Amendment relating thereto, subject to subsection 1.10(c). If the Borrowers fail , prepayments of Term Loans pursuant to specify the clauses (c) through (f) of Section 1.8 (A) shall be applied ratably to each Class of Term Loans to which any such prepayment then outstanding, (B) shall be applied, with respect to each such prepayment shall Class for which prepayments will be applied as follows: firstmade, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturitymaturity to repayments thereof required pursuant to Section 1.8(a) or, in the case of any Class of Incremental Term Loans, as set forth in the applicable Incremental Amendment, and then on a (C) shall be paid to the Appropriate Lenders in accordance with their respective pro rata basis share (or other applicable share provided by this Agreement) of each such Class of Term Loans. (iii) To the extent permitted by the foregoing clauses, amounts prepaid shall be applied first to all such remaining Installmentsany Base Rate Loans then outstanding and then to outstanding LIBOR Loans with the shortest Interest Periods remaining. (iv) Together with each prepayment under this Section 1.8, the Borrower shall pay any amounts required pursuant to Section 10.4 hereof.

Application of Prepayments. (ai) Application Optional prepayments in respect of Voluntary Prepayments by Type Term Loans under this Agreement shall be applied to reduce remaining scheduled installments of Loansprincipal due in respect of Term Loans under Section 2.09 in direct order of maturity. Any prepayment of any Loan Mandatory prepayments pursuant to Section 2.13(a2.10(d) shall be applied as specified by the Borrowers first to reduce remaining scheduled installments of principal due in the applicable notice respect of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended outstanding Term Loans under Section 2.09 in direct order of maturity up to but not including the first scheduled installment due after the date that is 12 months following the date of such prepayment. After application of prepayments pursuant to the second sentence of this paragraph (g)(i) and to the Other Term Loans extent there are mandatory prepayment amounts remaining after such application, such excess prepayments shall be applied (x) first, to prepay reduce outstanding Term Loans pro rata against the remaining scheduled installments of principal due in respect of the Term Loans, Loans under Section 2.09 up to but not including the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) final scheduled installment and (y) second, to the final scheduled installment. Mandatory prepayments pursuant to Section 2.10(c), (e) or (f) shall be applied (x) first, to reduce outstanding Term Loans pro rata against the remaining Installments scheduled installments of principal due in respect of the Term LoansLoans under Section 2.09, up to but not including the Extended Term Loansfinal scheduled installment and (y) second, to the Other final scheduled installment. (ii) Amounts to be applied pursuant to this Section 2.10 to the prepayment of Term Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) deposited in the Collateral Account and applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; secondprepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under Section 2.13. Notwithstanding any Extended Term Loanssuch deposit in the Collateral Account, Other Term interest shall continue to accrue on such Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsuntil prepayment.

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

Application of Prepayments. (ai) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Term Loans pursuant to Section 2.13(a2.10(a) shall be applied to the Class or Classes of Term Loans as specified by the Borrowers Borrower may specify in the applicable notice of prepayment; provided. If Borrower does not specify the applicable Class or Classes of Term Loans to which a prepayment of Term Loans pursuant to Section 2.10(a) shall be applied, any then such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended all Classes of Term Loans and the Other Term Loans then outstanding on a pro rata basis basis. Any prepayments of Term Loans pursuant to Sections 2.10(c), (in accordance with d)(i) and (f) shall be applied ratably to each Class of Term Loans then outstanding; provided that, notwithstanding the respective outstanding principal amounts thereof) (unless foregoing, any Lenders under any such Class incurred after the Closing Date elect to be prepaid on Incremental Loan Amendment, Refinancing Amendment or Extension Amendment may provide for a ratable or a less than ratable basisapplication of mandatory prepayments to any such Class of Term Loans established thereunder. Any prepayments of Term Loans pursuant to Sections 2.10(d)(ii) shall be applied to the Class or Classes of Term Loans (as selected by Borrower) being refinanced with such Refinancing Loans or Credit Agreement Refinancing Indebtedness. Any prepayments of Term Loans pursuant to Sections 2.10(a), (c), (d) and (yf) shall be applied to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans reduce scheduled payments required under Section 2.09(a) as directed by the Borrowers (or, Borrower in the absence notice of such directionprepayment pursuant to Section 2.10(h) (and, if not specified, in direct order of maturitymaturity to scheduled payments required under Section 2.09(a). If ). (ii) Amounts to be applied pursuant to this Section 2.10 to the Borrowers fail to specify the prepayment of any Loans to which any such prepayment shall be applied, such prepayment shall be applied to reduce outstanding ABR Loans and/or Eurodollar Loans as follows: first, directed by Borrower in the notice of such prepayment pursuant to repay outstanding Swing Line Loans Section 2.10(h). Prepayments to be applied pursuant to Section 2.10(a) shall be subject to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected minimum amounts set forth in Section 2.10(a). There shall be no minimum amounts for prepayments to be paid on a less than ratable basisapplied pursuant to Section 2.10(c), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments(d) or (f).

Application of Prepayments. (ai) Application Prepayment of Voluntary Prepayments by Type of the Loans. Any prepayment of any Loan : (x) from all Net Cash Proceeds pursuant to Section 2.13(a2.09(c) and (f), to be applied to prepay Loans of any Class shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans reduce on a pro rata basis (based on the amount of such amortization payments) the remaining scheduled amortization payments in accordance with respect of the respective outstanding principal amounts thereof) (unless any Lenders under any Loans of such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) Class; and (y) any optional prepayments of the Loans pursuant to Section 2.09(a) shall be applied to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans installments thereof as directed by the Borrowers Borrowers. (or, in the absence ii) Prepayment of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans from Excess Cash Flow pursuant to which Section 2.09(b) and in connection with the making of certain Dividends and Subordinated Indebtedness Payments pursuant to Section 2.09(d), to be applied to prepay Loans of any such prepayment shall be applied, such prepayment Class shall be applied as follows: first(A) to reduce in order of maturity the next four unpaid quarterly scheduled amortization payments under Section 2.04(b) above in respect of the Loans of such Class, and (B) thereafter, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans reduce on a pro rata basis (unless based on the amount of such amortization payments) the remaining scheduled amortization payments in respect of the Loans of such Class. (iii) Prior to any Lenders under repayment of any Extended Term LoansLoan or Loans hereunder, Other Term the Borrowers shall select the Borrowing or Borrowings constituting such Loan or Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), repaid or reduced and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection (i) in the case of an ABR Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the scheduled date of such repayment and (ii) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three Business Days before the scheduled date of such repayment or reduction. Any mandatory prepayment of Loans shall be further applied on a pro rata basis to so that the first eight remaining Installments aggregate amount of principal of such prepayment is allocated among the Term Loans, the Extended Term Loans, the Other Term Loans and Incremental Loans, which are term loans, of each Class, if any, pro rata based on the Incremental Term aggregate principal amount of outstanding Loans of each such Class. In the case of prepayments under Section 2.09(a), the Borrowers may in their sole discretion select the Borrowing or Borrowings to be prepaid. Each repayment of a Borrowing within any Class shall be applied ratably to the Loans in direct order such Class included in the repaid Borrowing. Notwithstanding anything to the contrary in the immediately preceding sentence, the Borrowers shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of maturitysuch selection not later than 12:00 p.m., and then Local Time, on a pro rata basis to all the scheduled date of such remaining Installmentsrepayment. Repayments of Borrowings shall be accompanied by accrued interest on the amount repaid.

Application of Prepayments. (ai) Application Prior to any optional prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by 2.10(h)(iii), subject to the Borrowers in the applicable notice provisions of prepayment; provided, any such prepayment this Section 2.10(h)(i). Any prepayments of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans pursuant to Section 2.10 (a), (c)-(g) shall be applied (x) first to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans reduce scheduled payments required under Section 2.09(a) on a pro rata basis (in accordance with among the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect payments remaining to be prepaid made on a less than ratable basis) each Term Loan Repayment Date and then to reduce payments required under Section 2.09(b), and (y) second to the extent there are prepayment amounts remaining Installments after the application of principal such prepayments under clause first, such excess amounts shall be applied to the prepayment of outstanding Revolving Loans and to Cash Collateralize outstanding Letters of Credit (and with a corresponding reduction in Revolving Commitments if, and only if, a Default or Event of Default has occurred and is continuing at the Term Loans, time such prepayment is made) and Borrower shall comply with Section 2.10(b). (ii) Amounts to be applied pursuant to this Section 2.10 to the Extended Term Loans, the Other prepayment of Term Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Eurodollar Revolving Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsas applicable.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of LoansLoans and --------------------------------------------------------- Order of Maturity. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection ----------------- 2.4B (i) (a) shall be applied as specified by the Borrowers Company in the applicable notice of prepayment; provided, provided that in the event Company fails to -------- specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied first to repay outstanding Swing Line ----- Loans to the full extent thereof, second to repay outstanding ------ Revolving Loans to the full extent thereof and third to repay ----- outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Loans, Loans pursuant to subsection 2.4B(i)(a) shall be applied to prepay the Incremental Term Loans, the Extended Tranche A Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Tranche B Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after and to reduce the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments scheduled installments of principal of the Term Loans, the Extended Term Loans, the Other Tranche A Term Loans and the Incremental Tranche B Term Loans as directed by the Borrowers (or, set forth in the absence of such direction, subsection 2.4A(i) and 2.4A(ii) in direct forward order of maturity). If maturity for the Borrowers fail first four quarterly scheduled payments to specify the Loans to which any occur following such prepayment shall be applied, such prepayment shall voluntary prepayment; provided that no voluntary -------- prepayments may be applied as follows: first, to repay outstanding Swing Line reduce the scheduled installments of principal of the Tranche A Term Loans or the Tranche B Term Loans with respect to any quarterly period beyond the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereoffourth quarterly period following such voluntary prepayment; and third, thereafter to prepay reduce the Term Loans, scheduled installments of principal of the Extended Term Loans, the Other Tranche A Term Loans and the Incremental Tranche B Term Loans set forth in subsection 2.4A(i) and 2.4A(ii) on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.;

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

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

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

Application of Prepayments. Subject to Section 5.2(h), (aI) Application of Voluntary Prepayments by Type of Loans. Any each prepayment of any Loan Term Loans pursuant to Section 2.13(a5.2(a)(i) or (ii) (in each case, other than pursuant to any Debt Incurrence Prepayment Event) shall be applied as specified by allocated pro rata among the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Tranche A Term Loans and the Other Tranche B Term Loans based on the applicable remaining Repayment Amounts due thereunder; and (II) each prepayment of Term Loans pursuant to Section 5.2(a)(i) with the Net Cash Proceeds of any Debt Incurrence Prepayment Event shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) allocated to the remaining Installments Class or Classes of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers Borrower; provided that, notwithstanding anything herein to the contrary, the Borrower may instead use all or a portion of the Net Cash Proceeds of any Debt Incurrence Prepayment Event to reduce Revolving Credit Commitments, Replacement Revolving Credit Commitments and/or New Revolving Credit Commitments. Subject to Section 5.2(h), with respect to each such prepayment and/or reduction, the Borrower will, not later than the date specified in Section 5.2(a) for making such prepayment and/or reduction, give the Administrative Agent telephonic notice (or, promptly confirmed in writing and which shall include a calculation of the absence amount of such direction, in direct order of maturity). If the Borrowers fail prepayment and/or reduction to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the each Class of Term Loans, Revolving Credit Commitments and Replacement Revolving Credit Commitments, as applicable) requesting that the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected Administrative Agent provide notice of such prepayment and/or reduction to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentseach applicable Lender.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of LoansAPPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF MATURITY. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be applied as specified by the Borrowers Company in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, PROVIDED that in the absence of such direction, in direct order of maturity). If the Borrowers fail event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, FIRST to repay outstanding Swing Line Loans to the full extent thereof; second, SECOND to repay outstanding Revolving Loans to the full extent thereof; , and thirdTHIRD to repay outstanding Term Loans to the full extent thereof. Unless otherwise specified by Company in the applicable notice of prepayment, any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Tranche B Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), in accordance with the outstanding principal amounts thereof) and shall be further applied on a pro rata basis (in accordance with the outstanding principal amounts thereof) to the first eight remaining Installments each scheduled installment of principal of the Term Loans, the Extended Term Loans, the Other Tranche B Term Loans set forth in subsection 2.4A(ii) that is unpaid at the time of such prepayment. Notwithstanding anything under this subsection 2.4B(iv)(a) to the contrary, Tranche B Term Lenders shall have the option to waive their rights to receive any voluntary prepayment pursuant to subsection 2.4B(i) (a "WAIVABLE VOLUNTARY PREPAYMENT"). In the event any such Tranche B Term Lender desires to waive such Lender's right to receive such Waivable Voluntary Prepayment, (1) such Tranche B Term Lender shall so advise Administrative Agent in writing no later than the close of business on the Business Day following the date it receives notice of the prepayment from Administrative Agent and (2) upon receipt of such written advice from such Tranche B Term Lender, Administrative Agent shall apply the Incremental amount so waived by such Tranche B Term Lender to prepay Tranche B Term Loans held by Lenders which did not waive their right to such prepayment (pro rata in direct order of maturity, accordance with the outstanding principal amounts thereof) and then to the Revolving Loans (without any corresponding reduction in Revolving Loan Commitments); PROVIDED that in the event that prepayment of Tranche B Term Loans held by Lenders not waiving their right to prepayment and of Revolving Loans does not exhaust the amount specified by Company in the applicable notice of prepayment, Administrative Agent shall apply any remaining amount to repay all other Tranche B Term Loans on a pro rata basis (in accordance with the outstanding principal amounts thereof). Company shall use its best efforts to all notify Administrative Agent (which shall promptly notify the Tranche B Term Lenders) of any Waivable Voluntary Prepayment at least three Business Days prior to the payment to Administrative Agent of such Waivable Voluntary Prepayment. (b) APPLICATION OF MANDATORY PREPAYMENTS BY TYPE OF LOANS. Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(e) shall be applied FIRST to prepay the Term Loans to the full extent thereof, SECOND, to the extent of any remaining Installmentsportion of the Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, THIRD, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof and (unless such prepayment is a Waivable Mandatory Prepayment) to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment, FOURTH, to the extent of any remaining portion of the Applied Amount, to cash collateralize the Letters of Credit to the full extent thereof and (unless such prepayment is a Waivable Mandatory Prepayment) to further permanently reduce the Revolving 49 Loan Commitments by the amount of such prepayment, and FIFTH, to the extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving Loan Commitments to the full extent thereof. (c) APPLICATION OF MANDATORY PREPAYMENTS OF TERM LOANS TO TRANCHE B TERM LOANS AND THE SCHEDULED INSTALLMENTS OF PRINCIPAL THEREOF. Any mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to prepay the Tranche B Term Loans on a pro rata basis (in accordance with the outstanding principal amounts thereof) and shall be applied on a pro rata basis (in accordance with the outstanding principal amounts thereof) to each scheduled installment of principal of the Tranche B Term Loans set forth in subsection 2.4A(ii) that is unpaid at the time of such prepayment; PROVIDED, HOWEVER, that Tranche B Term Lenders shall have the option to waive their rights to receive any such prepayment (a "WAIVABLE MANDATORY PREPAYMENT"). In the event any such Tranche B Term Lender desires to waive such Lender's right to receive such Waivable Mandatory Prepayment, (1) such Tranche B Term Lender shall so advise Administrative Agent in writing no later than the close of business on the Business Day following the date it receives notice of the prepayment from Administrative Agent and (2) upon receipt of such written advice from such Tranche B Term Lender, Administrative Agent shall apply the amount so waived by such Tranche B Term Lender to prepay Tranche B Term Loans held by Lenders which did not waive their right to such prepayment (pro rata in accordance with the outstanding principal amounts thereof) and then to the Revolving Loans (without any corresponding reduction in the Revolving Loan Commitments). Company shall use its best efforts to notify Administrative Agent (which shall promptly notify the Tranche B Term Lenders) of any Waivable Mandatory Prepayment at least three Business Days prior to the payment to Administrative Agent of such Waivable Mandatory Prepayment. (d) APPLICATION OF PREPAYMENTS TO BASE RATE LOANS AND EURODOLLAR RATE LOANS. Considering Tranche B Term Loans and Revolving Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Company pursuant to subsection 2.6D.

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

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

Application of Prepayments. (a) Application The parties hereto agree that notwithstanding Section 2.6(b) of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(athe Agreement (i) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term A Loans, Term B Loans and Revolving B Loans in the aggregate amount of $400 million contemplated by Section 22(iii) of this Amendment shall be applied only to the Term A Loans, the Incremental Term Loans, the Extended Term B Loans and the Other Term Loans shall Revolving B Loans, such prepayment to be applied (x) to prepay the Term A Loans, the Incremental Term Loans, the Extended Term B Loans and the Other Revolving B Loans as follows: Term A Loans on a pro rata basis $150 million Term B Loans $100 million Revolving B Loans $150 million and (y) in the order of the maturities thereof, and (ii) the reduction in the Revolving A Commitment in the amount of $150 million contemplated by Section 15 of this Amendment shall be applied to the Revolving A Commitment in the order of maturity thereof and the respective Revolving A Commitment of each Lender shall be reduced in accordance with the respective outstanding principal amounts thereofAgreement to give effect to such reduction. (b) (unless any Lenders under any For the avoidance of doubt, such Class incurred after repayments of the Closing Date elect Term A Loans, the Term B Loans and the Revolving B Loans to be prepaid on a less than ratable basismade by the Borrower pursuant to this Amendment shall be applied in the order of maturities set forth in Sections 2.4(b), (c) and (yd) to the remaining Installments of principal of the Term LoansAgreement (i.e., to earliest maturities first), and Section 2.4 of the Agreement shall not be modified or amended by this Amendment. In addition, for the avoidance of doubt, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, reduction in the absence Revolving A Commitment in the amount of such direction, in direct order $150 million contemplated by Section 15 of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment this Amendment shall be applied to the Revolving A Commitment in the order of maturity thereof set forth in Section 2.4(a) of the Agreement (i.e., to earliest maturities first), and accordingly the Revolving A Commitment shall be reduced by the amount set forth in the table below as of the applicable calendar quarter end, in accordance with such Section 2.4(a), as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Amount of Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected A Quarter Ending Commitment to be paid on a less than ratable basis)Reduced -------------- ------------------------ March 31, and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans2003 $12,500,000 June 30, the Extended Term Loans2003 $12,500,000 June 30, the Other Term Loans and the Incremental Term Loans in direct order of maturity2005 $12,500,000 September 30, and then on a pro rata basis to all such remaining Installments.2005 $31,250,000 December 31, 2005 $31,250,000 March 31, 2006 $31,250,000 June 30, 2006 $31,250,000 September 30, 2006 $31,250,000 December 31, 2006 $31,250,000 March 31, 2007 $25,000,000 June 30, 2007 $25,000,000 September 30, 2007 $25,000,000 December 31, 2007 $25,000,000 March 31, 2008 $25,000,000

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

Application of Prepayments. Subject to Section 5.2(h), (aI) Application of Voluntary Prepayments by Type of Loans. Any each prepayment of any Loan Term Loans pursuant to Section 2.13(a5.2(a)(i) or (ii) (other than pursuant to any Debt Incurrence Prepayment Event) shall be applied as specified by allocated pro rata among the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Tranche A-5 Term Loans, the Incremental Tranche B-8 Term Loans, the Extended Tranche B-9 Term Loans, the Tranche B-10 Term Loans and the Other Tranche B-11 Term Loans based on the applicable remaining Repayment Amounts due thereunder; and (II) each prepayment of Term Loans pursuant to Section 5.2(a)(i) with the Net Cash Proceeds of any Debt Incurrence Prepayment Event shall be applied (x) allocated to prepay the Tranche A-5 Term Loans, Tranche B-8 Term Loans, Tranche B-9 Term Loans, the Incremental Term Loans, the Extended Tranche B-10 Term Loans and the Other Tranche B-11 Term Loans (and, to the extent provided by any Joinder Agreement or Extension Amendment with respect to any Class of Term Loans established following the Third Restatement Effective Date, to the outstanding Term Loans comprising such Class on a basis such that the total amount of such Net Cash Proceeds allocated to such Class in the aggregate is not greater than such Class’ pro rata basis share of the aggregate amount of all such Net Cash Proceeds (in accordance with based on the respective total outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after of all Classes of Term Loans then outstanding that, pursuant to the Closing Date elect applicable Joinder Agreement or Extension Amendment, are required to be prepaid on with a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence portion of such directionNet Cash Proceeds)), and in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment each case shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturitymaturity thereof. Subject to Section 5.2(h), with respect to each such prepayment, the Borrower will, not later than the date specified in Section 5.2(a) for making such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing and then on which shall include a pro rata basis calculation of the amount of such prepayment to all be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such remaining Installmentsprepayment to each Tranche A-5 Term Loan Lender, Tranche B-8 Term Loan Lender, Tranche B-9 Term Loan Lender, Tranche B-10 Term Loan Lender or Tranche B-11 Term Loan Lender, as applicable.

Application of Prepayments. (a) Application APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF MATURITY. Subject to the provisions of Voluntary Prepayments by Type of Loans. Any prepayment of subsection 2.4D, any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be applied as specified by the Borrowers Borrower in the applicable notice of prepayment; provided, PROVIDED that if Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied FIRST to repay outstanding Term Loans to the full extent thereof, SECOND to repay outstanding Revolving Loans to the full extent thereof and permanently reduce the Revolving Loan Commitments and THIRD to cash collateralize any outstanding Letters of Credit. Any voluntary prepayments of the Term Loans, Loans pursuant to subsection 2.4B(i) shall be applied to prepay the Incremental Term Loans, the Extended Tranche A Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Tranche B Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after to reduce the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments scheduled installments of principal of the Term Loans, the Extended Term Loans, the Other Tranche A Term Loans and the Incremental Tranche B Term Loans as directed by the Borrowers (or, set forth in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; subsections 2.4A(i) and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans 2.4A(ii) on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected in accordance with the respective outstanding principal amounts thereof) to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight each remaining Installments scheduled installment of principal of the Tranche A Term Loans or the Tranche B Term Loans, as the Extended Term Loanscase may be, the Other Term Loans and the Incremental Term Loans set forth in direct order of maturitysubsection 2.4A(i) or 2.4A(ii), and then on a pro rata basis to all such remaining Installmentsrespectively.

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

Application of Prepayments. (ai) Application So long as no Default or Event of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Default has occurred and is then continuing, the Borrowers shall have the right to specify how principal prepaid pursuant to Section 2.13(a2.17(a) shall be applied applied. (ii) Amounts prepaid pursuant to Section 2.17(c) as specified by to (x) any insurance or condemnation proceeds, to the Borrowers in the applicable notice extent they arise from casualties or losses to real estate, or (y) any sale of prepayment; provided, any such prepayment all or part of the Term LoansMortgaged Premises, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied first to the Real Estate Loan, until paid in full and then in the order set forth in clause (xiv) hereof. (iii) Amounts prepaid pursuant to Section 2.17(c) as a result of the occurrence of any event described in clause (a), (c), or (d) of the definition of the term “Prepayment Event” shall only be applied to prepay the Term Loansthen outstanding principal balance of the Acquisition Loans until paid in full, and any excess proceeds may be used by issuer for any corporate purpose not prohibited under this Agreement. During the Incremental Term LoansAcquisition Loan Availability Period, the Extended Term Loans and the Other Term Loans on a pro rata basis any amounts repaid pursuant to this clause (e)(iii) may be reborrowed in accordance with the respective outstanding principal amounts thereofSection 2.09(a). (iv) Amounts prepaid pursuant to Section 2.17(c) other than those described in clause (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basisii) and clause (yiii) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment above shall be applied as follows: first: (1) first to prepay the Term Loan; (2) second to prepay the Real Estate Loan; (3) third, to repay outstanding Swing Line the remaining Loans to as follows: (I) if the full extent thereof; secondConversion Date has occurred, to repay outstanding Revolving Loans to the full extent thereof; and thirdas follows: (A) first, to prepay the Term Acquisition Loans; (B) then to prepay the Revolving Loans without a corresponding reduction in the Revolving Commitment and to cash collateralize outstanding LC Exposure; or (II) if the Conversion Date has not occurred with respect to the Acquisition Loans, to prepay the Extended Term Revolving Loans and Acquisition Loans, ratably in accordance with the Other Term then outstanding amounts thereof, without a corresponding reduction in the respective Commitments and to cash collateralize outstanding LC Exposure (once the outstanding principal balance of the Revolving Loans and the Incremental Term Loans on a pro rata basis LC Disbursements is $0.00); then (unless any Lenders under any Extended Term Loans4) fourth, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisheld as cash collateral for or repay the Swap Termination Value (if any) and the F/X Exposure (if any), and shall be further applied on a pro rata basis to ratably in accordance with the first eight remaining Installments of principal then outstanding amounts thereof then due. (v) Any prepayment of the Term Loan and Real Estate Loan, and after the Conversion Date, the Acquisition Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans shall be applied to installments of each respective Loan in direct inverse order of maturity. All such amounts prepaid pursuant to Section 2.17(c) and applied to prepay the Revolving Loans shall be so applied without a corresponding reduction in the Revolving Commitment and to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and then on a pro rata basis to all such remaining Installmentsreal property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion.

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

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any Each prepayment of any Loan made pursuant to Section 2.13(a2.3(c) or (d) shall be applied as specified accompanied by the Borrowers in payment of accrued interest to the applicable notice date of prepayment; providedsuch payment on the amount prepaid, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance together with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity)Applicable Prepayment Premium. If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, Each such prepayment shall be applied by Administrative Agent to installment payments in the inverse order of maturities (for the avoidance of doubt, any amount that is payable on the Maturity Date shall constitute an installment) between the Tranche A Term Loan and the Tranche B Term Loan in such manner as follows: first, to repay outstanding Swing Line Loans Administrative Agent may determine in its sole discretion (including (i) by applying the entire amount of any such prepayment to the full extent thereof; secondTranche A Term Loan, to repay outstanding Revolving Loans (ii) with the consent of the Required Lenders, by applying the entire amount of any such prepayment to the full extent thereofTranche B Term Loan, or (iii) with the consent of the Required Lenders, by applying a portion of any such prepayment to the Tranche A Term Loan and the remaining portion of such prepayment to the Tranche B Term Loan); provided, that, notwithstanding the foregoing, (A) Borrowers may direct that Administrative Agent apply up to $5,000,000 in the aggregate from voluntary prepayments made by Borrowers under Section 2.3(c) after the first anniversary of the Second Amendment Effective Date to the Tranche B Term Loan (and Administrative Agent shall comply with such directions) if all of the following conditions are satisfied: (1) at the time of such prepayment, no Default or Event of Default shall have occurred and is continuing; and third(2) Borrowers shall have provided Administrative Agent written notice as to such directions at least 10 Business Days prior to the date of such prepayment (prepayments of the Tranche B Term Loan that satisfy the foregoing requirements and conditions, being referred to prepay the Term Loans, the Extended Term Loans, the Other Term Loans as “Tranche B Designated Prepayments”); and the Incremental Term Loans on a pro rata basis (unless B) any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and Covenant Level Prepayment shall be further applied on a pro rata basis by Administrative Agent to the first eight remaining Installments of principal regularly scheduled amortization installments of the Tranche A Term Loans, Loan under Section 2.2(a) in the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all maturity of such remaining Installmentsinstallments.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of LoansLoans and Order of Maturity. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be applied as specified by ratably among the Borrowers in Notes relating to all of the applicable notice of prepaymentFinanced Aircraft; providedprovided that, Company may elect to apply any such prepayment first to the Loans made with respect to a specific Financed Aircraft, a specific Airframe or a specific Engine so long as (i) no Event of Default has occurred and is continuing and (ii) in the event a prepayment is applied to the Loans made with respect to a specific Airframe or a specific Engine(s), (a) Administrative Agent shall have received an opinion of Cahill Gordon & Reindel, or such other counsel as may be acc▇▇▇▇▇▇▇ ▇▇ ▇▇min▇▇▇▇▇▇▇ve Agent, confirming that such prepayment should not adversely affect any benefits of Section 1110 of the Term Bankruptcy Code with respect to the remaining components of the relevant Financed Aircraft that were applicable thereto prior to such prepayment and (b) after giving effect to such prepayment, Company shall be in compliance with subsection 2.4B(iii)(f) with respect to the remaining components of the relevant Financed Aircraft and, at the request of Administrative Agent, shall deliver appraisals from two Approved Appraisers in form and substance satisfactory to Administrative Agent demonstrating such compliance; provided further that, at all times, for each Airframe included in the Collateral there shall be at least four (4) Engines included in the Collateral; provided further that, at Administrative Agent's election, any prepayment (other than a prepayment of Loans made with respect to a specific Financed Aircraft, Airframe or Engine) may be deemed first to prepay Loans made to finance labor costs associated with conversion of a Financed Aircraft, if any, second to prepay Loans made to finance other costs of conversion of a Financed Aircraft and thereafter to all other Loans. Any voluntary prepayments (other than a prepayment of Loans made with respect to a specific Financed Aircraft, Airframe or Engine) of the Incremental Term Loans, the Extended Term Existing Aircraft Loans and the Other New Aircraft Term Loans pursuant to subsection 2.4B(i) shall be applied (x) to prepay reduce the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments scheduled installments of principal of the Existing Aircraft Loans or the New Aircraft Term Loans, as the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (orcase may be, in the absence of such direction, in direct inverse order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (ai) Application Subject to subsection 1.10(c), any prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan the Term Loans pursuant to Section 2.13(a) 1.7 shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments class or classes of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers Parent Borrower, with such prepayment applied to the remaining scheduled installment payments in respect of such class or classes of Term Loans as directed by the Parent Borrower (orand, in the absence of absent such direction, in direct order of maturity). If the Borrowers fail to Parent Borrower does not specify the order in which to apply prepayments of Term Loans to which any such prepayment shall be applied, such prepayment shall be applied reduce the remaining scheduled installment payments or as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the between classes of Term Loans, the Extended Term Loans, Parent Borrower shall be deemed to have elected that such proceeds be applied to reduce the Other Term Loans and the Incremental Term Loans remaining scheduled installment payments in direct order of maturity and/or on a pro rata basis among all outstanding classes of Term Loans. (unless ii) Subject to subsection 1.10(c), (A) each prepayment of Term Loans required by subsections 1.8(e), 1.8(g) (other than any such prepayment of Term Loans required to be made from the Net Cash Proceeds from any incurrence of any Credit Agreement Refinancing Debt) and 1.8(h) shall be allocated to the class or classes of Term Loans pro rata based upon the applicable remaining scheduled installment payments due in respect of each such class of Term Loans (other than any class of Term Loans that has agreed to receive a less than a pro rata share of any such prepayment), shall be applied pro rata to the Lenders under any Extended within each class of Term Loans, Other based upon the outstanding principal amounts owing to each such Lender under each such class of Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to reduce the first eight remaining Installments scheduled installment payments due in respect of principal each such class of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturitymaturity and (B) each prepayment of Term Loans required by subsection 1.8(g) from any incurrence of Credit Agreement Refinancing Debt, shall in all cases be applied to prepay or repay the applicable Refinanced Debt and shall be applied pro rata to each such Lender under each such class of Term Loans and shall be applied to reduce the remaining scheduled installment payments due in respect of each such class of Term Loans as directed by the Parent Borrower. (iii) With respect to each prepayment of Revolving Loans required by subsection 1.8(f), the Parent Borrower may designate (i) the class and types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made and (ii) the class of Revolving Loans to be prepaid; provided that (x) 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 1.7 shall be applied pro rata based on the amount of the reduction in the Commitments of such class of each applicable Lender); and (y) notwithstanding the provisions of the preceding clause (x), at the option of the Parent Borrower, no prepayment made pursuant to subsection 1.8(f) of Revolving Loans of any class shall be applied to the Loans of any Defaulting Lender. In the absence of a designation by the Parent Borrower as described in the preceding sentence, the Agent shall, subject to the above, make such designation in a manner that minimizes the amount of any payments required to be made by the Parent Borrower pursuant to Section 10.4. (iv) [Reserved]. (v) To the extent permitted by the foregoing clauses, amounts prepaid shall be applied as between Base Rate Loans, Daily Simple RFR Loans, Eurocurrency Rate Loans and Term SOFR Loans as directed by the Borrower or, if not so directed, such amounts shall be applied first to any Base Rate Loans then outstanding, second to any Daily Simple RFR Loans then outstanding and then to outstanding Term SOFR Loans and Eurocurrency Rate Loans with the shortest Interest Periods remaining; provided, that if any Lender has exercised its right of refusal in compliance with subsection 1.8(k)(B) below, such amount shall be applied with respect to the Terms Loans to be prepaid on a pro rata basis across all outstanding Types of such Term Loans in proportion to all the percentage of such remaining Installmentsoutstanding Term Loans to be prepaid represented by each such class. Together with each prepayment under this Section 1.8, the Parent Borrower shall pay any amounts required pursuant to Section 10.4 hereof, if any.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan All amounts required to be paid pursuant to Section 2.13(a3.3(b)(i) shall be applied first to Revolving Loans and second to a cash collateral account in respect of LOC Obligations. All amounts required to be prepaid pursuant to Section 3.3(b)(ii), (iii) and (iv) above shall be paid promptly upon receipt of the amounts to be prepaid. All amounts required to be prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) and (v) above shall be applied as specified by follows: (I) the Borrowers in first $15 million of proceeds prepaid during the applicable notice term of prepaymentthis Credit Agreement pursuant to the terms of Section 3.3(a) and this Section 3.3(c) shall be applied among the outstanding Tranche A Term Loans and Tranche B Term Loans (and among the remaining principal installments due thereunder) as the Borrower may elect; providedprovided that if the Borrower fails to specify the manner of prepayment of any portion of the first $15 million of proceeds such prepayment shall be applied pro rata among the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall then be applied pro rata with respect to each remaining installment of principal), any such (II) following the prepayment of the first $15 million of Term Loans, prepayments with respect to the Incremental Term Loans, Loans pursuant to this Section 3.3(c) and Section 3.3(a) shall be applied pro rata among the Extended outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall then be applied pro rata to the Other principal payments on the Tranche A Term Loans and Tranche B Term Loans due within the first twelve months following repayment of $15 million of Term Loans pursuant to clause (I) above, and (III) following the prepayments required pursuant to clause (II) above, prepayments with respect to the Term Loans shall be applied (x) to prepay among the Term Loans, the Incremental Term Loans, the Extended outstanding Tranche A Term Loans and the Other Tranche B Term Loans on a (which amounts shall be applied pro rata basis with respect to each remaining installment of principal). One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), (iii), (iv), or (v) with respect to the Tranche B Term Loans (to the extent there is sufficient Tranche A Term Loans outstanding to be paid with such prepayment in accordance with which case such declined prepayments shall be allocated pro rata among the respective outstanding principal Tranche A Term Loans and among the Tranche B Term Loans held by Lenders accepting such prepayments). In the event the Tranche A Term Loans and Tranche B Term Loans have been repaid in full, no further amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect shall be required to be prepaid on a less than ratable basispursuant to Section 3.3(b)(ii), (iii), (iv) and or (yv) to hereof. Within the remaining Installments of principal parameters of the Term Loansapplication set forth above, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment prepayments shall be applied as follows: first, first to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Base Rate Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected then to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Eurodollar Loans in direct order of maturity, and then on a pro rata basis Interest Period maturities. All prepayments hereunder shall be subject to all such remaining InstallmentsSection 3.11.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of LoansAPPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF MATURITY. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be applied as specified by the Borrowers Company in the applicable notice Notice of prepaymentPrepayment; providedPROVIDED that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied in the following priority to repay any amounts owing to (i) FIRST, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) SECOND, Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; PROVIDED FURTHER that in the event Company fails to specify the Loans to which any such prepayment shall be applied, and funds remain after 51 being applied in accordance with this subsection 2.4B(iv)(a), such prepayment shall be applied FIRST to repay outstanding Swing Line Loans to the full extent thereof, SECOND to repay outstanding Revolving Loans to the full extent thereof, and THIRD to repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans pursuant to subsection 2.4B(i) shall be applied (x) to prepay reduce each remaining scheduled installment of principal of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (a) Application Any prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Tranche B-1 Term Loans pursuant to Section 2.13(a2.10(a), (c) or (d) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Tranche B-1 Term Loans on a pro rata basis (basis. After application of mandatory prepayments of Tranche B-1 Term Loans described above in this Section 2.10(e) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any their applicable Revolving Commitments in an aggregate amount equal to such Class incurred after the Closing Date elect excess, and Borrower shall comply with Section 2.10(b). Amounts to be prepaid on a less than ratable basis) and (y) applied pursuant to this Section 2.10 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Tranche B-1 Term Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Tranche B-1 Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Tranche B-1 Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to required under this Section 2.10 shall be paid on a less than ratable basisin excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), and only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be further applied immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on a pro rata basis terms satisfactory to the first eight remaining Installments Collateral Agent and applied to the prepayment of principal Eurodollar Loans on the last day of the Term then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term payment of such Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

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

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan All amounts required to be paid pursuant to Section 2.13(a3.3(b)(i) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term first to Revolving Loans and the Other Term Loans shall be applied (x) second to prepay the Term Swingline Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal . All amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect required to be prepaid on a less than ratable basispaid pursuant to Section 3.3(b)(ii), (iii), (iv), (v) and (yvi) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment above shall be applied, first pro rata among the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall then be applied to the remaining Principal Amortization Payments due with respect to the Tranche A Term Loans and Tranche B Term Loans in inverse order of maturity thereof), second to the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount) and third to Swingline Loans (with a corresponding reduction in the Revolving Committed Amount). One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), (iii), (iv), (v) or (vi) with respect to the Tranche B Term Loans (to the extent there is sufficient Tranche A Term Loans outstanding to be paid with such prepayment) in which case such declined prepayments shall be allocated pro rata among the Tranche A Term Loans and among the Tranche B Term Loans held by Lenders accepting such prepayments; provided, however, a Lender declining to accept a mandatory prepayment shall be applied as follows: first, required to repay outstanding Swing Line Loans make such election to decline with respect to the full extent thereof; secondTranche B Term Loan of such Lender. Within the parameters of the application set forth above, prepayments shall be applied first to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Base Rate Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected then to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Eurodollar Loans in direct order of maturity, and then on a pro rata basis Interest Period maturities. All prepayments hereunder shall be subject to all such remaining InstallmentsSection 3.15.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan All amounts required to be paid pursuant to Section 2.13(a2.4(b)(i) shall be applied as specified by first to Revolving Loans and second to Cash Collateralize the Borrowers in L/C Obligations. All amounts required to be paid pursuant to Sections 2.4(b)(ii), (iv) and (v) above shall be applied first, pro rata to the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended outstanding Tranche A Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Tranche B Term Loans and within each tranche pro rata among the Other remaining Principal Amortization Payments, until the Term Loans on a pro rata basis (have been paid in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loansfull, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding the Revolving Loans to (without a corresponding reduction in the full extent thereof; Aggregate Revolving Commitments), and third, to prepay Cash Collateralize the Term Loansoutstanding L/C Obligations. All amounts required to be paid pursuant to Section 2.4(b)(iii) above shall be applied first, pro rata to the Extended Term Loansoutstanding Revolving Loans (with a corresponding reduction in the Aggregate Revolving Commitments), the Other Tranche A Term Loans and the Incremental Tranche B Term Loans on a (and within each tranche pro rata basis (unless any Lenders under any Extended Term among the remaining Principal Amortization Payments), and second, to Cash Collateralize the outstanding L/C Obligations. Within the parameters of the applications set forth above, prepayments shall be applied ratably to Base Rate Loans and Eurodollar Rate Loans, Other . All prepayments hereunder shall be subject to Section 3.5 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 2.4(b)(ii), (iii), (iv) or Incremental (v) to the extent there are sufficient Tranche A Term Loans have elected outstanding (and/or, in the case of a mandatory prepayment under Section 2.4(b)(iii), sufficient Revolving Loans or L/C Obligations outstanding) to be paid on with such prepayment, in which case such declined prepayments shall be allocated pro rata among the Tranche A Term Loans (and, in the case of a less than ratable basismandatory prepayment under Section 2.4(b)(iii), the Revolving Loans and shall be further applied on a pro rata basis L/C Obligations outstanding) and the Tranche B Term Loans held by Lenders accepting such prepayments. Notwithstanding anything in this Section 2.4(c) to the first eight remaining Installments contrary, the Aggregate Revolving Commitments shall not be reduced below $30,000,000 as a result of principal any reduction of the Term Loans, the Extended Term Loans, the Other Term Aggregate Revolving Commitments corresponding to a mandatory prepayment of Revolving Loans and the Incremental Term Loans in direct order and/or Cash Collateralization of maturity, and then on a pro rata basis to all such remaining InstallmentsL/C Obligations hereunder.

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

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower Agent shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis amongst each Tranche of outstanding Loans and, within each Tranche, to reduce scheduled payments required under Section 2.09 (in accordance with the respective outstanding principal amounts thereof) (unless or any Lenders under equivalent provision applicable to any such Class incurred Tranche of Loans extended hereunder after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such directionDate), in direct order of maturity). If the Borrowers fail Any prepayments of Loans pursuant to specify the Loans to which any such prepayment shall be applied, such prepayment Section 2.10(a) shall be applied as follows: firstdirected by the Borrower Agent. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower Agent, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and thirdLenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c) or (e), the Borrowers may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Indebtedness and any other senior Indebtedness in each case secured by the Term LoansCollateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required or permitted pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the Extended Term Loansamount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c) or (e) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the Other Term numerator of which is the outstanding principal amount of Loans required to be prepaid pursuant to Section 2.10(c) or (e) and the Incremental Term denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected required to be paid on a less than ratable basisprepaid pursuant to Section 2.10(c) or (e), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (ai) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Except as set forth in clauses (ii) and (iii) below, all prepayments pursuant to Section 2.13(a2.06(c) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding prepay the Term B Loans and Term C Loans and to the installments thereof on a pro rata basis, second, to prepay any Unreimbursed Amounts then outstanding, third, to prepay the Swing Line Loans to the full extent thereof; secondSwing Line Loans are then outstanding and, fourth, to repay outstanding prepay the Revolving Loans to the full extent thereof; Revolving Loans are then outstanding. (ii) Notwithstanding anything provided for herein, all prepayments required to be made pursuant to Section 2.06(c)(ii) or Section 2.06(c)(iii) with the Net Cash Proceeds from the sale or other disposition or from Extraordinary Receipts in respect of property and assets owned by any CBII Entities (other than any Fresh Express Entities) shall be applied as follows: first, to prepay the Term B Loans and to the installments thereof on a pro rata basis, second, to prepay any Unreimbursed Amounts then outstanding, third, to prepay the Swing Line Loans to the extent Swing Line Loans are then outstanding, fourth, to prepay the Revolving Loans to the extent Revolving Loans are then outstanding and, fifth, to prepay the Term Loans, the Extended Term Loans, the Other Term C Loans and to the Incremental Term Loans installments thereof on a pro rata basis basis. (unless any Lenders under any Extended Term Loansiii) Notwithstanding anything provided for herein, Other Term Loans or Incremental Term Loans have elected all prepayments required to be paid on a less than ratable basis), made pursuant to Section 2.06(c)(ii) or Section 2.06(c)(iii) with the Net Cash Proceeds from the sale or other disposition or from Extraordinary Receipts in respect of property and assets owned by any Fresh Express Entities shall be further applied as follows: first, to prepay the Term C Loans and to the installments thereof on a pro rata basis basis, second, to prepay the Term B Loans and to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then installments thereof on a pro rata basis basis, third, to prepay any Unreimbursed Amounts then outstanding, fourth, to prepay the Swing Line Loans to the extent Swing Line Loans are then outstanding and, fifth, to prepay the Revolving Loans to the extent Revolving Loans are then outstanding. (iv) Without modifying the order of application of prepayments set forth in the preceding sub-sections, all such remaining Installmentsprepayments shall, to the extent possible, be first applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans. All prepayments which are applied to reduce the principal amount of the Revolving Loans shall not reduce the Commitment. (v) Any amounts available after the application thereof in accordance with this Section 2.06(e) shall be, to the extent no Event of Default shall have occurred and be continuing, returned to the Borrower.

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

Application of Prepayments. (ai) Application Prior to any optional or mandatory prepayment hereunder, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(g), subject to the provisions of this Section 2.10(f). Any mandatory prepayments (other than those required by Section 2.10(b)) shall (i) first, be applied to the Revolving Loans and the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such prepayment and Borrower shall comply with Section 2.10(b) and (ii) second, be applied to the Tranche B Loans and the Tranche B Commitments shall be permanently reduced ratably among the Tranche B Lenders in accordance with their applicable Tranche B Commitments in an aggregate amount equal to such prepayment and Borrower shall comply with Section 2.10(b). (ii) Notwithstanding the foregoing, in the event that Borrowers have delivered an Officers’ Certificate in accordance with Section 2.10(c) or in accordance with Section 2.10(d), (A) the applicable Net Cash Proceeds shall be applied against the outstanding Revolving Loans, without a permanent reduction in the Commitments, (B) both a Reserve and a reserve against the Commitments (“Line Reserve”) shall be applied as specified established (in the amount of the Net Cash Proceeds less any amounts used for prepayments that were required by Sections 2.10(b) because of the sale or disposition of Inventory outside of the ordinary course of business) which Reserve and Line Reserve shall each be released simultaneously with and to the extent of any Loans advanced to the Borrowers in for the applicable notice purpose of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (purchasing assets in accordance with Section 2.10(c) or Section 2.10(d), as applicable; provided Borrowers submit (with the respective outstanding principal amounts thereofapplicable Borrowing Request) an Officer’s Certificate setting forth the use of proceeds of the requested Loan and confirming that such use is in compliance with Section 2.10(c) or Section 2.10(d), as applicable, and (unless C) in the event that any Lenders under any part or all of the Reserve remains in place at the end of the time period set forth in Section 2.10(c) or Section 2.10(d), as applicable, the Commitments shall be permanently reduced by an amount equal to such Class incurred after remaining Reserve and, simultaneously with the Closing Date elect such reduction, the remaining Line Reserve shall be released. (iii) Amounts to be prepaid on a less than ratable basis) and (y) applied pursuant to this Section 2.10 to the remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Revolving Loans and the Incremental Term Loans as directed by the Borrowers (orshall, in the absence of such direction, in direct order of maturity). If direction from the Borrowers fail pursuant to specify Section 2.10(g)(i), be applied to the prepayment of the ABR Loans to which any and Canadian Prime Rate Loans in the discretion of the Administrative Agents. Any amounts remaining after each such prepayment shall be applied, such prepayment application shall be applied to prepay Eurodollar Revolving Loans or Bankers’ Acceptances, as follows: firstapplicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans and Canadian Prime Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans and Canadian Prime Rate Loans shall be immediately prepaid and, at the election of the applicable Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the applicable Collateral Agents and applied to the prepayment of Eurodollar Loans or Bankers’ Acceptances on the last day of the then next-expiring Interest Period for the applicable Eurodollar Loans or Bankers’ Acceptances, as the case may be; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay outstanding Swing Line until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the full extent thereof; secondpayment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, to repay outstanding Revolving Loans together with any amounts owing to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 2.13.

Application of Prepayments. (aA) Application of Voluntary Prepayments by Type of LoansLoans and Order of Maturity. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.8(a) shall be applied as specified by the Borrowers Borrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, provided that in the absence of such direction, in direct order of maturity). If the Borrowers fail event Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, first to repay outstanding Swing Line Term Loans to the full extent thereof; second, second to repay outstanding Swingline Loans to the full extent thereof, and third to repay outstanding Revolving Loans to the full extent thereof; thereof and third, permanently reduce the Available Revolving Committed Amount. Any voluntary prepayments of the Term Loans pursuant to subsection 2.8(a) shall be applied to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other in accordance with the outstanding principal amounts thereof) and to reduce the scheduled installments of principal of the Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied set forth in subsection 2.2B(b) on a pro rata basis (in accordance with the outstanding principal amounts thereof) to the first eight remaining Installments each scheduled installment of principal of the Term Loans set forth in subsection 2.2B(b) that is unpaid at the time of such prepayment; provided, however, that voluntary prepayments made by Borrower during any calendar year may be applied in forward order of maturity for the succeeding four quarterly payments. (B) Application of Mandatory Prepayments by Type of Loans, . Any amount (the Extended Term Loans, "Applied Amount") required to be applied as a mandatory prepayment of the Other Loans and/or a reduction of the Revolving Commitments pursuant to subsections 2.8(b) (i) - (v) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of the Applied Amount, to prepay the Swingline Loans to the full extent thereof and to permanently reduce the Incremental Revolving Commitments by the amount of such prepayment, third, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Commitments by the amount of such prepayment, and fourth, to the extent of any remaining portion of the Applied Amount, to further permanently reduce the Revolving Commitments to the full extent thereof. Any mandatory prepayments of the Term Loans in direct order of maturity, and then pursuant to subsection 2.8(b) shall be applied to prepay the Term Loans on a pro rata basis (in accordance with the outstanding principal amounts thereof) and to all reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.2B(b) on a pro rata basis (in accordance with the outstanding principal amounts thereof) to each scheduled installment of principal of the Term Loans set forth in subsection 2.2B(b) that is unpaid at the time of such remaining Installmentsprepayment.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of LoansLoans and --------------------------------------------------------- Order of Maturity. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection ----------------- 2.4B (i) shall be applied as specified by the Borrowers Company in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, provided that in the absence of such direction, in direct order of maturity). If the Borrowers fail event Company fails to -------- specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, first to repay outstanding Swing Line ----- Loans to the full extent thereof; second, second to repay outstanding ------ Revolving Loans (applied first to Acquisition Loans, then to other Revolving Loans) to the full extent thereof, and third to repay ----- outstanding Tranche A Term Loans to the full extent thereof. Any voluntary prepayments of the Tranche A Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce the scheduled installments of principal of the Tranche A Term Loans set forth in subsection 2.4A on a pro rata basis (in accordance with the respective outstanding principal amounts thereof). Any voluntary prepayment of Acquisition Loans pursuant to subsection 2.4B(i) shall reduce both the Acquisition Loan Commitments and the Revolving Loan Commitments in the amount of such prepayment. Any voluntary reduction of Revolving Loan Commitments pursuant to subsection 2.4B(ii) shall be applied as specified by Company in the applicable notice of reduction; and thirdprovided -------- that in the event Company fails to specify the manner in which any such prepayment shall be applied, such prepayment shall be applied first, to prepay reduce the Term LoansAcquisition Loan Commitments to the full extent ----- thereof, and second, to reduce the Extended Term Loansremaining Revolving Loan ------ Commitments in the amount of such reduction, to the Other full extent thereof. Notwithstanding anything to the contrary in this subsection, so long as any AXELs are outstanding, any prepayment of the Tranche A Term Loans pursuant to subsection 2.4B(i) shall be applied to the repayment of the AXELs and the Incremental Tranche A Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis according to the first eight remaining Installments of respective outstanding principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsamounts thereof.

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

Application of Prepayments. (ai) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan prepayments pursuant to Section 2.13(a1.7 or subsection 1.8(d) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (xor 1.8(f) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to (A) the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, first fifty percent (50%) of such prepayment shall be applied to prepay the Term LoansLoan and the CapEx Loans pro rata based on the then outstanding principal balances thereof and (B) the remaining fifty percent (50%) of such prepayment shall be applied to prepay the outstanding Revolving Loans (without a corresponding reduction of the Revolving Loan Commitment of any Lender) and, after the outstanding Revolving Loans shall have been paid in full, any remaining portion of such prepayment shall be applied to prepay the Term Loan and the CapEx Loans pro rata based on the then outstanding principal balances thereof; provided, however, that so long as no Default or Event of Default has occurred and is continuing, prepayments made pursuant to Section 1.7 may be applied to the Obligations at the direction of the Borrower, as specified in the applicable notice of prepayment delivered by the Borrower pursuant to subsection 1.7(a); provided, further, however, that in the absence of such direction by the Borrower, such prepayments shall be applied to prepay the outstanding Revolving Loans (without a corresponding reduction of the Revolving Loan Commitment of any Lender) and, after the outstanding Revolving Loans shall have been paid in full, any remaining portion of such prepayment shall be applied to prepay the Term Loan and the CapEx Loans pro rata based on the then outstanding principal balances thereof. (ii) Any prepayments pursuant to subsection 1.8(c) (other than prepayments of Revolving Loans pending reinvestment as set forth therein) shall be applied as follows: (A) the first fifty percent (50%) of such prepayment shall be applied to prepay the Term Loan and the CapEx Loans pro rata based on the then outstanding principal balances thereof and (B) the remaining fifty percent (50%) of such prepayment shall be applied in permanent reduction of the Revolving Loan, whereupon the Revolving Loan Commitment of each Lender shall automatically and permanently be reduced by an amount equal to such Lender’s ratable share of the aggregate of principal repaid, effective as of the earlier of the date that such prepayment is made or the date by which such prepayment is due and payable hereunder and, after the outstanding Revolving Loans shall have been paid in full, any remaining portion of such prepayment shall be applied to prepay the Term Loan and the CapEx Loans pro rata based on the then outstanding principal balances thereof; provided, however, that prepayments pursuant to subsection 1.8(c) shall not result in a permanent reduction of the Revolving Loan Commitment if (1) the Borrower has complied with Section 5.2 in respect thereof, including, without limitation, by delivering to the Agent a replacement Borrowing Base Certificate setting forth the calculation of the “Borrowing Base” after giving effect to each underlying Disposition and Event of Loss, (2) at the request of the Agent, an appraisal of the remaining equipment, machinery and/or real Property to be included in such “Borrowing Base” has been undertaken within sixty (60) days of the date of any such Disposition and Event of Loss, which request shall be made, if ever, by the Agent within a reasonable period after the date upon which the Borrower shall have notified the Agent in writing of such Disposition or Event of Loss, and (3) the Indenture does not otherwise require such application to result in a permanent reduction of the Revolving Loan Commitment. (iii) Any prepayments pursuant to subsection 1.8(g) shall be applied to the Revolving Loan (without a corresponding reduction of the Revolving Loan Commitment of any Lender). (iv) To the extent permitted by the foregoing clauses (i), (ii) and (iii), amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless Borrower shall pay any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected amounts required pursuant to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 10.4 hereof.

Application of Prepayments. (a) Application Prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Term Loans pursuant to Section 2.13(a) subsection 4.4 shall be applied as specified elected by Borrower. Subject to subsection 4.7(d), prepayments pursuant to subsection 4.5 shall be applied first, to Term Loans outstanding and second, to the Borrowers extent no Term Loans remain outstanding, to the Revolving Credit Loans in the applicable notice of prepayment; provided, any such prepayment amount of the Term LoansNet Proceeds or Excess Cash Flow remaining to be applied; provided that so long as an Event of Default shall have occurred and be continuing, the Incremental Term Loans, the Extended prepayments pursuant to subsection 4.5 shall be applied to Term Loans and Revolving Credit Loans outstanding on a pro rata basis; provided further that in the Other Term Loans case of a prepayment pursuant to subsection 4.5 (b), (c) or (d), there shall be applied permanent reduction in the Revolving Credit Commitments and/or Incremental Revolving Commitments (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis between them) by the amount of Net Proceeds applied to the Revolving Credit Loans. Following any such reduction, Borrower shall comply with the second paragraph of subsection 4.3(a). (b) Prepayments of Term Loans pursuant to subsection 4.5 shall be applied pro rata to the Tranche B Term Loans and any Incremental Term Loans that are not Tranche B Term Loans based upon the aggregate principal amount of Term Loans then outstanding under each Tranche of Term Loans; within each Tranche, prepayments will be applied to the remaining installments of principal on a pro rata basis. Except as otherwise may be directed by Borrower, any prepayment of Loans pursuant to this subsection 4.7 shall be applied, first, to any Alternate Base Rate Loans of the applicable Tranche then outstanding and the balance of such prepayment, if any, to the Eurodollar Loans of the applicable Tranche then outstanding; provided that prepayments of Eurodollar Loans, if not on the last day of the Interest Period with respect thereto, shall, at the option of Borrower, be prepaid subject to the provisions of subsection 4.15 or the amount of such prepayment (after application to any Alternate Base Rate Loans) shall be deposited with the Administrative Agent as cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods of the applicable Tranche next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred and be continuing (in accordance with which case such interest shall be held as cash collateral or applied by the respective outstanding Administrative Agent to any Obligations then due and payable), any remaining interest earned on such cash collateral shall be paid to Borrower. (c) Upon (i) mandatory prepayment of Term Loans pursuant to subsection 4.5(a) or (b), (ii) voluntary prepayment of Term Loans from any Net Proceeds received from the issuance by Holdings or Borrower or any Capital Stock (other than the issuance of debt securities convertible into, or exchangeable or exercisable for, Capital Stock) or any contributions in respect of its capital or (iii) voluntary prepayment of Term Loans from any Net Proceeds received from the incurrence of any Indebtedness (including pursuant to debt securities which are convertible into, or exchangeable or exercisable for, Capital Stock) by Holdings, Borrower or any of its Qualified Subsidiaries, Borrower shall pay a premium equal to (x) 1.00% of the principal amounts thereof) (unless any amount prepaid to Term Loan Lenders under any if such Class incurred after prepayment is made prior to the first anniversary of the Closing Date elect to be prepaid on a less than ratable basis) and (y) 0.50% of the principal amount prepaid to Term Loan Lenders if such prepayment is made on or after the first anniversary of the Closing Date and prior to the remaining Installments date that is eighteen months after the Closing Date. (d) Notwithstanding anything to the contrary contained above in subsection 4.5(e) or subsection 4.7(a), with respect to any mandatory prepayments of principal Tranche B Term Loans required pursuant to subsection 4.5(e) in respect of Holdings’ fiscal year 2006 and each fiscal year thereafter, if the Administrative Agent receives notice from the Borrower that a mandatory prepayment is required to be made pursuant to subsection 4.5(e) then the Administrative Agent shall notify the Tranche B Lenders of such notice and the amount of the repayment to be applied to each such Lender’s Tranche B Term LoansLoan. Each Tranche B Lender shall have the option to waive up to 50% of its share of such mandatory prepayment. If a Tranche B Lender desires to waive its right to receive up to 50% of any such mandatory prepayment, it shall do so by providing a notice to the Extended Term Loans, Administrative Agent (which notice shall also include any amount of the Other Term Loans and Tranche B Lender’s share of the Incremental Term Loans as directed prepayment it desires to receive) no later than 5:00 P.M. (New York time) five Business Days after the date the original notice of prepayment was delivered by the Borrowers (or, in Borrower to the absence of such direction, in direct order of maturity)Administrative Agent. If the Borrowers fail Tranche B Lender does not reply to the Administrative Agent within the five Business Day period, it will be deemed acceptance of its share of the total prepayment. If the Tranche B Lender does not specify an amount it wishes to receive, it will be deemed acceptance of all of its share of the Loans total prepayment. In the event that any Tranche B Lender waives its right to which any such mandatory prepayment in accordance with this subsection 4.7(d), the Borrower shall be applied, entitled to retain the amount of such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentswaived prepayment.

Application of Prepayments. (ai) Application All prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Revolving Loans pursuant to Section 2.13(a3.3(a) shall be applied as specified by for payments under the Borrowers Revolving Credit Facility, to the Revolving Principal Amount with no corresponding reduction in the applicable notice Revolving Committed Amount. All prepayments of prepayment; provided, any such prepayment Term Loans under Section 3.3(a) shall be applied to each outstanding tranche of the Term Loans, the Loans and Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (xif any) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any such Lenders under any such Class incurred after the Closing Date elect to be prepaid on Incremental Term Loans have elected a less than ratable basislesser prepayment) and (y) shall be applied to the remaining Installments of principal reduce future scheduled amortization payments of the Term Loans, the Extended Term Loans, the Other respective Term Loans and the Incremental Term Loans (if any) being prepaid as directed by the Borrowers (or, Borrower and in the absence of such direction, to the Term Loans in the direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment . (ii) All prepayments under Section 3.3(b) shall be applied as follows: first, to repay each outstanding Swing Line Loans to tranche of the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans (if any) on a pro rata basis (unless any such Lenders under any Extended Term Loans, Other Term Loans or such Incremental Term Loans have elected to be paid on a less than ratable basis), lesser prepayment) and shall be further applied on a pro rata basis to the first eight remaining Installments of principal reduce future scheduled amortization payments of the Term Loans, the Extended Term Loans, the Other respective Term Loans and the Incremental Term Loans (if any) being prepaid as directed by the Borrower and in the absence of such direction, to the Term Loans in the direct order of maturity, . (iii) Amounts prepaid pursuant to this Section 3.3 shall be applied and then allocated to the Lenders based on a pro rata basis to all such remaining Installmentseach Lender’s respective Commitment Percentages under the applicable Facility.

Application of Prepayments. Subject to Section 5.2(h), (aI) Application of Voluntary Prepayments by Type of Loans. Any each prepayment of any Loan Term Loans pursuant to Section 2.13(a5.2(a)(i) or (ii) (other than pursuant to any Debt Incurrence Prepayment Event) shall be applied as specified by allocated pro rata among the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Tranche A-2 Term Loans, the Incremental Tranche A-4 Term Loans, the Extended Tranche B-4 Term Loans and the Other Tranche B-5 Term Loans based on the applicable remaining Repayment Amounts due thereunder; and (II) each prepayment of Term Loans pursuant to Section 5.2(a)(i) with the Net Cash Proceeds of any Debt Incurrence Prepayment Event shall be allocated to the Tranche A-2 Term Loans, Tranche A-4 Term Loans, Tranche B-4 Term Loans and Tranche B-5 Term Loans (and, to the extent provided by any Joinder Agreement or Extension Amendment with respect to any Class of Term Loans established following the Second Restatement Effective Date, to the outstanding Term Loans comprising such Class on a basis such that the total amount of such Net Cash Proceeds allocated to such Class in the aggregate is not greater than such Class’ pro rata share of the aggregate amount of all such Net Cash Proceeds (based on the respective total outstanding principal amounts of all Classes of Term Loans then outstanding that, pursuant to the applicable Joinder Agreement or Extension Amendment, are required to be prepaid with a portion of such Net Cash Proceeds)), and in each case shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturitymaturity thereof. Subject to Section 5.2(h), with respect to each such prepayment, the Borrower will, not later than the date specified in Section 5.2(a) for making such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing and then on which shall include a pro rata basis calculation of the amount of such prepayment to all be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such remaining Installmentsprepayment to each Tranche A-2 Term Loan Lender, Tranche A-4 Term Loan Lender, Tranche B-4 Term Loan Lender or Tranche B-5 Term Loan Lender, as applicable.

Application of Prepayments. (ai) Application Subject to subsection 1.10(c), any prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan the Term Loans pursuant to Section 2.13(a) 1.7 shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments class or classes of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers Parent Borrower, with such prepayment applied to the remaining scheduled installment payments in respect of such class or classes of Term Loans as directed by the Parent Borrower (orand, in the absence of absent such direction, in direct order of maturity). If the Borrowers fail to Parent Borrower does not specify the order in which to apply prepayments of Term Loans to which any such prepayment shall be applied, such prepayment shall be applied reduce the remaining scheduled installment payments or as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the between classes of Term Loans, the Extended Term Loans, Parent Borrower shall be deemed to have elected that such proceeds be applied to reduce the Other Term Loans and the Incremental Term Loans remaining scheduled installment payments in direct order of maturity and/or on a pro rata basis among all outstanding classes of Term Loans. (unless ii) Subject to subsection 1.10(c), (A) each prepayment of Term Loans required by subsections 1.8(e), 1.8(g) (other than any such prepayment of Term Loans required to be made from the Net Cash Proceeds from any incurrence of any Credit Agreement Refinancing Debt) and 1.8(h) shall be allocated to the class or classes of Term Loans pro rata based upon the applicable remaining scheduled installment payments due in respect of each such class of Term Loans (other than any class of Term Loans that has agreed to receive a less than a pro rata share of any such prepayment), shall be applied pro rata to the Lenders under any Extended within each class of Term Loans, Other based upon the outstanding principal amounts owing to each such Lender under each such class of Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to reduce the first eight remaining Installments scheduled installment payments due in respect of principal each such class of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturitymaturity and (B) each prepayment of Term Loans required by subsection 1.8(g) from any incurrence of Credit Agreement Refinancing Debt, shall in all cases be applied to prepay or repay the applicable Refinanced Debt and shall be applied pro rata to each such Lender under each such class of Term Loans and shall be applied to reduce the remaining scheduled installment payments due in respect of each such class of Term Loans as directed by the Parent Borrower. (iii) With respect to each prepayment of Revolving Loans required by subsection 1.8(f), the Parent Borrower may designate (i) the class and types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made and (ii) the class of Revolving Loans to be prepaid; provided that (x) 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 1.7 shall be applied pro rata based on the amount of the reduction in the Commitments of such class of each applicable Lender); and (y) notwithstanding the provisions of the preceding clause (x), at the option of the Parent Borrower, no prepayment made pursuant to subsection 1.8(f) of Revolving Loans of any class shall be applied to the Loans of any Defaulting Lender. In the absence of a designation by the Parent Borrower as described in the preceding sentence, the Agent shall, subject to the above, make such designation in a manner that minimizes the amount of any payments required to be made by the Parent Borrower pursuant to Section 10.4. (iv) [Reserved]. (v) To the extent permitted by the foregoing clauses, amounts prepaid shall be applied as between Base Rate Loans, Daily Simple RFR Loans, Eurocurrency Rate Loans and Term SOFR Loans as directed by the Borrower or, if not so directed, such amounts shall be applied first to any Base Rate Loans then outstanding, second 22 to any Daily Simple RFR Loans then outstanding and then to outstanding Term SOFR Loans and Eurocurrency Rate Loans with the shortest Interest Periods remaining; provided, that if any Lender has exercised its right of refusal in compliance with subsection 1.8(k)(B) below, such amount shall be applied with respect to the Terms Loans to be prepaid on a pro rata basis across all outstanding Types of such Term Loans in proportion to all the percentage of such remaining Installmentsoutstanding Term Loans to be prepaid represented by each such class. Together with each prepayment under this Section 1.8, the Parent Borrower shall pay any amounts required pursuant to Section 10.4 hereof, if any.

Application of Prepayments. Subject to subsection 1.10(c), (ai) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan prepayments pursuant to Section 2.13(asubsection 1.8(d), (e) or (f) shall be applied as specified by the Borrowers in the applicable notice first, pro rata to each tranche of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans then outstanding and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments scheduled installments of principal each tranche of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturitymaturity to the next four succeeding scheduled installments of principal thereon under Section 1.8(b) and thereafter, pro rata to each remaining scheduled installment of principal (including the final installment due on the applicable Term Loan Maturity Date) under Section 1.8(b), second to prepay outstanding Revolving Loans (without a reduction in the Revolving Loan Commitments (provided that the Revolving Loan Commitments shall be reduced dollar for dollar by any Credit Agreement Refinancing Indebtedness incurred to refinance the Revolving Loan Commitments)) and third to cash collateralize outstanding Letters of Credit and (ii) any prepayments of Term Loans pursuant to subsection 1.7(a) shall be applied as directed in writing by Borrower (or in the absence of such written direction, shall be applied to prepay remaining installments of the Term Loans in direct order of maturity as set forth in Section 1.7(a) hereof). To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then on a pro rata basis to all such remaining Installmentsoutstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the Borrower shall pay any amounts required pursuant to Section 10.4 hereof.

Application of Prepayments. Subject to Section 5.2(h), (aI) Application of Voluntary Prepayments by Type of Loans. Any each prepayment of any Loan Term Loans pursuant to Section 2.13(a5.2(a)(i) or (ii) (other than pursuant to any Debt Incurrence Prepayment Event) shall be applied as specified by allocated pro rata among the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Tranche A-1 Term Loans, the Incremental Tranche A-2 Term Loans, the Extended Tranche A-3 Term Loans, the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans and the Other European- 1 Tranche Term Loans based on the applicable remaining Repayment Amounts due thereunder; and (II) each prepayment of Term Loans pursuant to Section 5.2(a)(i) with the Net Cash Proceeds of any Debt Incurrence Prepayment Event shall be allocated (A) at any time prior to the time that no Tranche A-1 Term Loans, Tranche B-1 Term Loans or European-1 Tranche Term Loans are outstanding, pro rata among the Tranche A-1 Term Loans, the Tranche B-1 Term Loans and the European-1 Tranche Term Loans based on the applicable remaining Repayment Amounts due thereunder and (B) from and after the time that no Tranche A-1 Term Loans, Tranche B-1 Term Loans or European-1 Tranche Term Loans are outstanding, to the Tranche A-2 Term Loans, Tranche A-3 Term Loans, Tranche B-2 Term Loans and Tranche B-3 Term Loans (and, to the extent provided by any Joinder Agreement or Extension Amendment with respect to any Class of Term Loans established following the Extension Amendment No. 1 Effective Date, to the outstanding Term Loans comprising such Class on a basis such that the total amount of such Net Cash Proceeds allocated to such Class in the aggregate is not greater than such Class’ pro rata share of the aggregate amount of all such Net Cash Proceeds (based on the respective total outstanding principal amounts of all Classes of Term Loans then outstanding that, pursuant to the applicable Joinder Agreement or Extension Amendment, are required to be prepaid with a portion of such Net Cash Proceeds)), and in each case shall be applied (x) to prepay in the case of Tranche A-1 Term Loans, the Incremental Tranche A-2 Term Loans and Tranche A-3 Term Loans, to reduce the Extended Term Loans respective Tranche ▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇-▇ Repayment Amounts and the Other Term Loans Tranche A-3 Repayment Amounts on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to in the remaining Installments case of principal of the Tranche B-1 Term Loans, the Extended Tranche B-2 Term Loans, the Other Tranche B-3 Term Loans and the Incremental European-1 Tranche Term Loans Loans, as directed by the Borrowers (orapplicable, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first next eight remaining Installments unpaid Repayment Amounts due in respect of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental such Term Loans in direct order of maturitymaturity thereof, and then and, second, on a pro rata basis among the remaining unpaid Repayment Amounts due in respect of such Term Loans. Subject to all Section 5.2(h), with respect to each such remaining Installmentsprepayment, the applicable Borrower will, not later than the date specified in Section 5.2(a) for making such prepayment, give the Administrative 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 Tranche A-1 Term Loan Lender, Tranche A-2 Term Loan Lender, Tranche A-3 Term Loan Lender, Tranche B-1 Term Loan Lender, Tranche B-2 Term Loan Lender, Tranche B-3 Term Loan Lender or European-1 Tranche Term Loan Lender, as applicable.

Application of Prepayments. (ai) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Term Loans pursuant to Section 2.13(a2.10(a) shall be applied to the Class or Classes of Term Loans as specified by the Borrowers Borrower may specify in the applicable notice of prepayment; provided. If Borrower does not specify the applicable Class or Classes of Term Loans to which a prepayment of Term Loans pursuant to Section 2.10(a) shall be applied, any then such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended all Classes of Term Loans and the Other Term Loans then outstanding on a pro rata basis basis. Any prepayments of Term Loans pursuant to Sections 2.10(c), (in accordance with d)(i) and (f) shall be applied ratably to each Class of Term Loans then outstanding; provided that, notwithstanding the respective outstanding principal amounts thereof) (unless foregoing, any Lenders under any such Class incurred after the Closing Date elect to be prepaid on Incremental Loan Amendment, Refinancing Amendment or Extension Amendment may provide for a ratable or a less than ratable basisapplication of mandatory prepayments to any such Class of Term Loans established thereunder. Any prepayments of Term Loans pursuant to Sections 2.10(d)(ii) shall be applied to the Class or Classes of Term Loans (as selected by Borrower) being refinanced with such Refinancing Loans or Credit Agreement Refinancing Indebtedness. To the extent applicable, any prepayments of Term Loans pursuant to Sections 2.10(a), (c), (d) and (yf) shall be applied to the remaining Installments of principal reduce scheduled installments of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, Borrower in the absence notice of such directionprepayment pursuant to Section 2.10(i) (and, if not specified, in direct order of maturitymaturity to scheduled payments required under Section 2.09(a). If ). (ii) Amounts to be applied pursuant to this Section 2.10 to the Borrowers fail to specify the prepayment of any Loans to which any such prepayment shall be applied, such prepayment shall be applied to reduce outstanding ABR Loans and/or Eurodollar Loans as follows: first, directed by Borrower in the notice of such prepayment pursuant to repay outstanding Swing Line Loans Section 2.10(i). Prepayments to be applied pursuant to Section 2.10(a) shall be subject to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected minimum amounts set forth in Section 2.10(a). There shall be no minimum amounts for prepayments to be paid on a less than ratable basisapplied pursuant to Section 2.10(c), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments(d) or (f).

Application of Prepayments. (ai) Application Subject to subsection 1.10(c), any prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan the Term Loans pursuant to Section 2.13(a) 1.7 shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments class or classes of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers Parent Borrower, with such prepayment applied to the remaining scheduled installment payments in respect of such class or classes of Term Loans as directed by the Parent Borrower (orand, in the absence of absent such direction, in direct order of maturity). If the Borrowers fail to Parent Borrower does not specify the order in which to apply prepayments of Term Loans to which any such prepayment shall be applied, such prepayment shall be applied reduce the remaining scheduled installment payments or as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the between classes of Term Loans, the Extended Term Loans, Parent Borrower shall be deemed to have elected that such proceeds be applied to reduce the Other Term Loans and the Incremental Term Loans remaining scheduled installment payments in direct order of maturity and/or on a pro rata basis among all outstanding classes of Term Loans. (unless ii) Subject to subsection 1.10(c), (A) each prepayment of Term Loans required by subsections 1.8(e), 1.8(g) (other than any such prepayment of Term Loans required to be made from the Net Cash Proceeds from any incurrence of any Credit Agreement Refinancing Debt) and 1.8(h) shall be allocated to the class or classes of Term Loans pro rata based upon the applicable remaining scheduled installment payments due in respect of each such class of Term Loans (other than any class of Term Loans that has agreed to receive a less than a pro rata share of any such prepayment), shall be applied pro rata to the Lenders under any Extended within each class of Term Loans, Other based upon the outstanding principal amounts owing to each such Lender under each such class of Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to reduce the first eight remaining Installments scheduled installment payments due in respect of principal each such class of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturitymaturity and (B) each prepayment of Term Loans required by subsection 1.8(g) from any incurrence of Credit Agreement Refinancing Debt, shall in all cases be applied to prepay or repay the applicable Refinanced Debt and then on a shall be applied pro rata basis to all each such Lender under each such class of Term Loans and shall be applied to reduce the remaining Installmentsscheduled installment payments due in respect of each such class of Term Loans as directed by the Parent Borrower. (iii) With respect to each prepayment of Revolving Loans required by subsection 1.8(f), the Parent Borrower may designate (i) the class and types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made and (ii) the class of Revolving Loans to be prepaid; provided that (x) 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 1.7 shall be applied pro rata based on the amount of the reduction in the Commitments of such class of each applicable Lender); and (y) notwithstanding the provisions of the preceding clause (x), at the option of the Parent Borrower, no prepayment made pursuant to subsection 1.8(f) of Revolving Loans of any class shall be applied to the Loans of any Defaulting Lender. In the absence of a designation by the Parent Borrower as described in the preceding sentence, the Agent shall, subject to the above, make such designation in a manner that minimizes the amount of any payments required to be made by the Parent Borrower pursuant to Section 10.4. (iv) [Reserved]. (v) To the extent permitted by the foregoing clauses, amounts prepaid shall be applied as between Base Rate Loans, Daily Simple RFR Loans, Eurocurrency Rate Loans and Term SOFR Loans as directed by the Borrower or, if not so directed, such amounts shall be applied first to any Base Rate Loans then outstanding, second

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of LoansLoans and Order --------------------------------------------------------------- of Maturity. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be ----------- applied as specified by the Borrowers applicable Borrower in the applicable notice of prepayment; provided, any such provided that (i) each prepayment of the Tranche A Term Loans, the Incremental Tranche B -------- Term Loans or Tranche C Term Loans pursuant to subsection 2.4B(i) must consist of a pro rata payment of outstanding Tranche A Term Loans, Tranche B Term Loans -------- and Tranche C Term Loans (based upon the Extended then outstanding principal amount of Tranche A Term Loans, Tranche B Term Loans and the Other Term Loans shall be applied (x) to prepay the Tranche C Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (yii) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of event such direction, in direct order of maturity). If the Borrowers fail Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, first to repay outstanding ----- Swing Line Loans to the full extent thereof; second, second to repay outstanding ------ Revolving Loans to the full extent thereof; , and third, third to prepay the repay outstanding ----- Tranche A Term Loans, the Extended Term Loans, the Other Tranche B Term Loans and the Incremental Tranche C Term Loans on a pro --- rata basis (based upon the then outstanding principal amount of Tranche A Term ---- Loans, Tranche B Term Loans and Tranche C Term Loans) to the full extent thereof. Any voluntary prepayments of the Term Loans of a respective Tranche pursuant to subsection 2.4B(i) shall be applied to reduce the scheduled installments of principal of such Term Loans set forth in subsection 2.4A(i), (ii) or (iii), as the case may be, on a pro rata basis (unless any Lenders under any Extended in accordance with the -------- respective outstanding principal amounts of such Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (ai) Application Before any prepayment or repayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(h)(ii), subject to the provisions of this Section 2.10(h)(i). Any prepayments required pursuant to Section 2.10(c)-(g) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to prepay reduce the next four scheduled payments of Initial Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Incremental Term Loans required to be made under Section 2.09(a) in direct order of maturity, on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any among such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and Term Loans, (y) second on a pro rata basis among the payments on account of Initial Term Loans, Extended Term Loans and Incremental Term Loans remaining to be made on each Term Loan Repayment Date and the Final Maturity Date, and (z) third to the extent there are prepayment amounts remaining after the application of such prepayments under clause first and second, such excess amounts shall be applied to the prepayment of outstanding Revolving Loans, including to Cash Collateralize outstanding Letters of Credit (but without any corresponding reduction in Revolving Commitments), and Borrower shall comply with Section 2.10(b). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied to the remaining Installments scheduled payments of principal of the Initial Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans required to be made under Section 2.09(a) on a pro rata basis among such Term Loans as directed by the Borrowers Borrower (or, in the absence of any such direction, in direct order of maturity)) unless otherwise agreed by the adversely affected Lenders. (ii) Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment and (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. If the Borrowers fail to Each such notice shall be irrevocable. Each such notice shall specify the Loans prepayment date, the principal amount of each Borrowing or portion thereof to which be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such 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. Such notice to the Lenders may be by electronic communication. Each partial prepayment of any Borrowing shall be appliedin an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, such except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied as follows: first, to repay outstanding Swing Line Loans ratably to the full extent thereof; second, to repay outstanding Revolving Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10. Prepayments shall be accompanied by accrued interest to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsrequired by Section 2.06.

Application of Prepayments. (aA) Application of Voluntary Prepayments by Type of LoansAPPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF MATURITY. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(a4.02(a) shall be applied as specified by the Borrowers Borrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, provided that in the absence of such direction, in direct order of maturity). If event the Borrowers fail Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, first to repay outstanding Swing Line Loans to the full extent thereof; second, second to repay outstanding Revolving Loans to the full extent thereof; , and third, third to prepay repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Term Loans, Loans pursuant to Section 4.02(a) shall be applied to reduce the Extended Term Loans, scheduled installments of principal of the Other Term Loans and the Incremental Term Loans set forth in Section 4.01 on a pro rata basis in accordance with the respective outstanding principal amounts thereof. (unless any Lenders under any Extended Term Loans, Other B) APPLICATION OF CERTAIN MANDATORY PREPAYMENTS BY TYPE OF LOANS. Any amount (the "APPLIED AMOUNT") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Section 4.02(c)(ii) shall be applied first to prepay the Term Loans or Incremental Term to the full extent thereof, second, to the extent of any remaining portion of the Applied Amount, to prepay the Swing Line Loans have elected to be paid on a less than ratable basis)the full extent thereof and to permanently reduce the Revolving Loan Commitments by the amount of such prepayment, third, to the extent of any remaining portion of the Applied Amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitments by the amount of such prepayment, and shall be further applied on a pro rata basis fourth, to the first eight extent of any remaining Installments of principal portion of the Term LoansApplied Amount, to further permanently reduce the Extended Term Loans, Revolving Loan Commitments to the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsfull extent thereof.

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

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any Each prepayment of any Loan Loans made pursuant to this Section 3.1.2 (other than payments made on the Term Loans pursuant to Section 2.13(a3.1.2(c) in the amount of the difference between the scheduled cumulative reduction requirement amount and the actual cumulative reduction requirement amount as of the dates set forth in such Section 3.1.2(c)) shall be applied as specified by follows: (a) first, pro rata to the Borrowers outstanding balance of the Term Loans and any Incremental Term Loans (if and when applicable); and second, after the Term Loans and any Incremental Term Loans (if and when applicable) have been paid in full, to repay any Revolving Loans. Each prepayment of any Loans made pursuant to Section 3.1.1 shall be applied first, to the applicable notice prepayment of prepaymentthe Revolving Loans; and second, after the Revolving Loans have been paid in full, pro rata to the outstanding balance of the Term Loans and any Incremental Term Loans (if and when applicable); provided, any such prepayment of that the Term LoansBorrowers may, at their option, request that the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall prepayments be applied (x) as provided in the first sentence of this Section 3.1.3. All payments made pursuant to prepay Sections 3.1.1 and 3.1.2 shall first be applied to Loans accruing interest at the Term LoansBase Rate or Loans accruing interest at LIBOR, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (orshall direct in writing and, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall first be applied to Loans accruing interest at the Base Rate and then to Loans accruing interest at LIBOR as follows: firstthe Administrative Agent shall elect. Each prepayment of any Loans made pursuant to this Section 3.1 shall, to repay outstanding Swing Line Loans to except as provided in Section 4.4, be without premium or penalty and be accompanied by the full extent thereof; second, to repay outstanding Revolving Loans to payment of accrued and unpaid interest on the full extent thereof; and third, to prepay the Term Loansamount prepaid. SECTION 2.11. By this Amendment Agreement, the Extended Term Loans, proviso appearing at the Other Term Loans and the Incremental Term Loans on a pro rata basis end of Section 3.2.1 (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal “Interest Rates”) of the Term Existing Credit Agreement is hereby amended by deleting therefrom both instances of the words “or Revolving Loans”. SECTION 2.12. By this Amendment Agreement, Article III (“Repayments and Prepayments”) of the Extended Term Loans, Existing Credit Agreement is hereby amended by adding the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.following thereto as Section 3.3:

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

Application of Prepayments. Mandatory prepayments shall be applied first pro rata to each Class of Term Loans outstanding (abased upon the then outstanding principal amounts of the respective Classes of Term Loans) Application and, after the Term Loans outstanding have been prepaid in full, then, to the Revolving Loans outstanding, without any reduction of Voluntary Prepayments by Type of Loansthe Revolving Commitments. Any prepayment prepayments of any Loan Term Loans pursuant to Section 2.13(a2.11(a) shall be applied as specified by to reduce scheduled repayments required under Section 2.08, pro rata based on the Borrowers in the applicable notice aggregate principal amount of prepayment; provided, any such prepayment scheduled repayments. Any prepayments of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans pursuant to Sections 2.11(d), 2.11(e) or 2.11(f) shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis among the repayments remaining to be made on each other Term Loan Repayment Date. Amounts to be applied pursuant to this Section 2.11(g) to the first eight remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Revolving Loans shall be applied, as applicable, first, to reduce outstanding ABR Term Loans and, then, ABR Revolving Loans. Any amounts remaining after each such application shall be applied to prepay Eurocurrency Term Loans or Eurocurrency Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.11(g) shall be in direct order excess of maturitythe amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (i) deposited in an escrow account on terms satisfactory to the Administrative Agent and applied to the prepayment of Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurocurrency Loans; provided that (A) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (B) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on a pro rata basis deposit to all the payment of such remaining InstallmentsLoans in an amount equal to such Excess Amount or (ii) prepaid immediately, together with any amounts owing to the Lenders under Section 2.16.

Application of Prepayments. (ai) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a2.09(a) shall be allocated among the Loans as directed by the Company and shall be applied to the remaining scheduled principal repayment installments of the Loans so prepaid in the order in which they would otherwise have been required to be paid, or as the Company shall otherwise direct in writing to the Agent; and (ii) Any prepayment of any Loans pursuant to Sections 2.09(d)(i) through (iv) shall be allocated among the Loans (or, in the case of a prepayment with the Net Proceeds of Extended Loans, solely among the Loans being extended) on a pro rata basis; provided, that any Lender may elect, by notice to the Agent no later than one Business Day after the Agent’s receipt of the notice of such prepayment, to decline all or any portion of any such prepayment of its Loans (other than a prepayment pursuant to Section 2.09(d)(i) or, for the avoidance of doubt, a prepayment pursuant to Section 2.09(a)), in which case the aggregate amount of the prepayment that would have been applied to prepay Loans but was so declined shall be retained by the Company. Any prepayment of any Loans pursuant to Sections 2.09(d)(i) through (iv) shall be applied as specified by to the Borrowers remaining scheduled principal repayment installments of the Loans so prepaid on a pro rata basis until paid in full; (iii) If at the time any amount is required to be paid pursuant to Section 2.09(d)(ii), (iii) or (iv), the Company is required to offer to repay or repurchase Permitted First Priority Refinancing Debt pursuant to the terms of the documentation governing such Indebtedness with any Net Proceeds of the applicable notice Asset Sales or Casualty Events or cash or Cash Equivalents in respect of prepayment; provided, any such prepayment a Restricted Payment of the Term Loanstype described in Section 2.09(d)(iv) (such Permitted First Priority Refinancing Debt required to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Incremental Term LoansCompany may apply such Net Proceeds or cash and Cash Equivalents, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loansas applicable, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such Net Proceeds or cash and Cash Equivalents, as applicable, allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds or cash and Cash Equivalents, as applicable required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds or cash and Cash Equivalents shall be allocated to the Loans in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (yterms hereof) to the remaining Installments of principal prepayment of the Term LoansLoans and to the repayment or repurchase of such Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to Section 2.09(d)(ii), (iii) or (iv), as applicable, shall be reduced accordingly; provided, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the Extended Term Loans, declined amount shall promptly (and in any event within ten (10) Business Days after the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence date of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall rejection) be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsaccordance with the terms hereof.

Application of Prepayments. (ai) Application Prior to any optional prepayment hereunder, the Borrower shall select the Loan to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.08(f)(iii), subject to the provisions of this Section 2.08(f)(i). Any prepayments of Loans pursuant to Sections 2.08(b) through and including (e) shall be applied ratably among each Class of Loans then outstanding (other than as specified by required or permitted pursuant to Section 2.08(d)(ii) and, subject to Section 2.14, to the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (xLenders based on their Pro Rata Share) to prepay reduce scheduled payments required under Section 2.07(a) in respect of each Class or Series of Loans in direct order of maturity among the Term Loansnext eight (8) scheduled payments to be made on each Repayment Date and, the Incremental Term Loansthereafter, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with among the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect payments remaining to be prepaid made on a less than ratable basiseach remaining Repayment Date. Optional prepayments of Loans pursuant to Section 2.08(a) and (y) shall be applied to each Class of Loans in the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as manner directed by the Borrowers Borrower (or, in the absence of such directiondirection from the Borrower, in direct order of maturitymaturity among the payments remaining to be made on each Repayment Date of the Class of Loans subject to such prepayment). If Each of the Borrowers fail foregoing application provisions (including Section 2.08(d)(ii)) may be modified as expressly provided in Section 2.15 in connection with a Refinancing Amendment. (ii) Amounts to specify be applied pursuant to this Section 2.08 to the prepayment of Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Eurodollar Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. Subject to Section 5.2(h), (aI) Application of Voluntary Prepayments by Type of Loans. Any each prepayment of any Loan Term Loans pursuant to Section 2.13(a5.2(a)(i) or (ii) (other than pursuant to any Debt Incurrence Prepayment Event) shall be applied as specified by allocated pro rata among the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Tranche A-1 Term Loans, the Incremental Tranche A-2 Term Loans, the Extended Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans and the Other European-1 Tranche Term Loans based on the applicable remaining Repayment Amounts due thereunder; and (II) each prepayment of Term Loans pursuant to Section 5.2(a)(i) with the Net Cash Proceeds of any Debt Incurrence Prepayment Event shall be allocated (A) at any time prior to the time that no Tranche A-1 Term Loans, Tranche B-1 Term Loans or European-1 Tranche Term Loans are outstanding, pro rata among the Tranche A-1 Term Loans, the Tranche B-1 Term Loans and the European-1 Tranche Term Loans based on the applicable remaining Repayment Amounts due thereunder and (B) from and after the time that no Tranche A-1 Term Loans, Tranche B-1 Term Loans or European-1 Tranche Term Loans are outstanding, to the Tranche A-2 Term Loans, Tranche B-2 Term Loans and Tranche B-3 Term Loans (and, to the extent provided by any Joinder Agreement or Extension Amendment with respect to any Class of Term Loans established following the Restatement Effective Date, to the outstanding Term Loans comprising such Class on a basis such that the total amount of such Net Cash Proceeds allocated to such Class in the aggregate is not greater than such Class’ pro rata share of the aggregate amount of all such Net Cash Proceeds (based on the respective total outstanding principal amounts of all Classes of Term Loans then outstanding that, pursuant to the applicable Joinder Agreement or Extension Amendment, are required to be prepaid with a portion of such Net Cash Proceeds)), and in each case shall be applied (x) to prepay in the case of Tranche A-1 Term Loans and Tranche A-2 Term Loans, to reduce the Incremental Term Loans, the Extended Term Loans respective Tranche A-1 Repayment Amounts and the Other Term Loans Tranche A-2 Repayment Amounts on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to in the remaining Installments case of principal of the Tranche B-1 Term Loans, the Extended Tranche B-2 Term Loans, the Other Tranche B-3 Term Loans and the Incremental European-1 Tranche Term Loans Loans, as directed by the Borrowers (orapplicable, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first next eight remaining Installments unpaid Repayment Amounts due in respect of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental such Term Loans in direct order of maturitymaturity thereof, and then and, second, on a pro rata basis among the remaining unpaid Repayment Amounts due in respect of such Term Loans. Subject to all Section 5.2(h), with respect to each such remaining Installmentsprepayment, the applicable Borrower will, not later than the date specified in Section 5.2(a) for making such prepayment, give the Administrative 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 Tranche A-1 Term Loan Lender, Tranche A-2 Term Loan Lender, Tranche B-1 Term Loan Lender, Tranche B-2 Term Loan Lender, Tranche B-3 Term Loan Lender or European-1 Tranche Term Loan Lender, as applicable.

Application of Prepayments. (aA) Application Designated Prepayments shall be allocated and applied to the Obligations as follows: (I) the amount of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) each Designated Prepayment shall be applied as specified by ratably to the Borrowers unpaid installments of the Term Loans in the applicable notice inverse order of prepayment; provided, any such prepayment maturity until paid in full; (II) following the payment in full of the Term Loans, the Incremental Term remaining balance of each Designated Prepayment shall be applied ratably to the Loans made under the Acquisition Subfacility and applied to the unpaid installments thereof in the inverse order of maturity until paid in full; (III) following the payment in full of the Loans made under the Acquisition Subfacility, the remaining balance of each Designated Prepayment shall be applied to the outstanding Revolving Loans and, if such Designated Prepayment is made from either Net Cash Proceeds of Sale or Net Cash Proceeds of Issuance of Equity Securities or Indebtedness, shall permanently reduce the Revolving Credit Commitment of each Revolving Lender proportionately in accordance with its Revolving Loan Pro Rata Share of such Designated Prepayment; and (IV) following the payment in full of the Revolving Loans, the Extended Term Loans and the Other Term Loans remaining balance of each Designated Prepayment shall be applied to the Letter of Credit Obligations (xor, to the extent such Letter of Credit Obligations are contingent, deposited in the Cash Collateral Account to provide Cash Collateral in respect of such Letter of Credit Obligations). (B) Prepayments required by SECTION 4.01(b)(iv) shall be allocated and applied FIRST to prepay the Term Loans, Revolving Loans ratably based on the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective then outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) balance thereof until paid in full, SECOND ratably to the remaining Installments of principal unpaid installments of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct inverse order of maturity). If maturity until paid in full, and LASTLY ratably to the Borrowers fail to specify unpaid installments of the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to made under the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be Acquisition Subfacility until paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsfull.

Application of Prepayments. (ai) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a2.09(a) shall be applied as specified by the Borrowers Company in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, provided that in the absence of such direction, in direct order of maturity). If event the Borrowers fail Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: : (1) first, to repay outstanding Swing Line Loans to the full extent thereof; ; (2) second, to repay outstanding Revolving Loans to the full extent thereof; and and (3) third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisin accordance with the respective outstanding principal amounts thereof), ; and shall be further applied on a pro rata basis to reduce the first eight scheduled remaining Installments amortization payments of principal of the Term Loans, the Extended Term Loans, the Other Tranche B-1 Term Loans and the Incremental Tranche B-2 Term Loans in inverse order of maturity. (ii) Any prepayment of any Loans pursuant to Sections 2.09(d)(i) through (iv) shall be applied as follows: (1) first, to the Tranche B-1 Term Loans and Tranche B-2 Term Loans on a pro rata basis for application to the scheduled principal repayments thereof due within twelve months after the occurrence of the event giving rise to such prepayment in direct order of maturity; (2) second, to the Tranche B-1 Term Loans and then Tranche B-2 Term Loans on a pro rata basis for application to all the remaining principal repayment installments thereof in inverse order of maturity until paid in full; (3) third, to prepay the Swing Line Loans to the full extent thereof without any permanent reduction of the Revolving Commitments; (4) fourth, to prepay the Revolving Loans to the full extent thereof without any permanent reduction of the Revolving Commitments; (5) fifth, to prepay outstanding reimbursement obligations with respect to Letters of Credit without any permanent reduction of the Revolving Commitments; (6) sixth, to Cash Collateralize Letters of Credit without any permanent reduction of the Revolving Commitments; and (7) seventh, to the Company; provided that, with respect to clause (1) and (2) above, (x) at the election of Lenders holding Tranche B-2 Term Loans, the portion of amounts otherwise allocable to such Lenders may be allocated to repay Tranche B-1 Term Loans on a pro rata basis until such Tranche B-1 Term Loans are paid in full prior to prepayment of Tranche B-2 Term Loans held by such Lenders, (y) at the election of Lenders holding Tranche B-1 Term Loans, the portion of amounts otherwise allocable to such Lenders may be allocated to repay Tranche B-2 Term Loans on a pro rata basis until such Tranche B-2 Term Loans are paid in full prior to prepayment of Tranche B-1 Term Loans held by such Lenders and (z) any prepayment of Term Loans pursuant to this Section 2.09(e)(ii) that is declined by both the Lenders holdings Tranche B-1 Term Loans and Tranche B-2 Term Loans may be retained by the Company; provided, further, that if at the time any amount is required to be paid pursuant to Section 2.09(d)(ii) or (iii), the Company is required to offer to repay or repurchase Permitted First Priority Refinancing Debt pursuant to the terms of the documentation governing such Indebtedness with any Net Proceeds from Asset Sales or Casualty Events (such Permitted First Priority Refinancing Debt required to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Company may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Tranche B-1 Term Loans and Tranche B-2 Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such Net Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining Installmentsamount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Tranche B-1 Term Loans and Tranche B-2 Term Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Tranche B-1 Term Loans and Tranche B-2 Term Loans that would have otherwise been required pursuant to Section 2.09(d)(ii) or (iii), as applicable, shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Tranche B-1 Term Loans and Tranche B-2 Term Loans in accordance with the terms hereof.

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

Application of Prepayments. (a) Application vi. Except as may otherwise be provided with respect to any Incremental Term Loan in the Incremental Amendment relating thereto, subject to subsection 1.10(c), any prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Term Loan pursuant to Section 2.13(a1.7 (A) shall be applied as specified by the Borrowers in the applicable notice ratably to each Class of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans then outstanding (B) shall be applied (x) applied, with respect to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any each such Class incurred after the Closing Date elect to for which prepayments will be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loansmade, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers Borrower (or, in the absence of and absent such direction, in direct order of maturity) to repayments thereof required pursuant to Section 1.8(a) or, in the case of any Class of Incremental Term Loans, as set forth in the applicable Incremental Amendment, and (C) shall be paid to the Appropriate Lenders in accordance with their respective pro rata share (or other applicable share provided by this Agreement) of each such Class of Term Loans. vii. Except as may otherwise be provided with respect to any Incremental Term Loan in the Incremental Amendment relating thereto, subject to subsection 1.10(c). If the Borrowers fail , prepayments of Term Loans pursuant to specify the clauses (c) through (f) of Section 1.8 (A) shall be applied ratably to each Class of Term Loans to which any such prepayment then outstanding, (B) shall be applied, with respect to each such prepayment shall Class for which prepayments will be applied as follows: firstmade, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturitymaturity to repayments thereof required pursuant to Section 1.8(a) or, in the case of any Class of Incremental Term Loans, as set forth in the applicable Incremental Amendment, and then on a (C) shall be paid to the Appropriate Lenders in accordance with their respective pro rata basis share (or other applicable share provided by this Agreement) of each such Class of Term Loans. ▇▇▇▇. ▇▇ the extent permitted by the foregoing clauses, amounts prepaid shall be applied first to all such remaining Installmentsany Base Rate Loans then outstanding and then to outstanding LIBOR Loans with the shortest Interest Periods remaining. ix. Together with each prepayment under this Section 1.8, the Borrower shall pay any amounts required pursuant to Section 10.4 hereof.

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

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(k), subject to the provisions of this Section 2.10(j). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as specified directed by the Borrowers in Borrower (including, for the applicable notice avoidance of prepayment; provideddoubt and notwithstanding anything to the contrary herein (including Section 2.14) to the extent directed to be applied to any specified Class of Term Loans (without any requirement that such application be made pro rata with any other Class of Term Loans)). Any prepayments pursuant to Section 2.10(c), any such prepayment (d), (e) and (f) shall be applied, first, to accrued interest and fees with respect to the Term Loans being prepaid and second, to the principal of the Term Loans, . Amounts to be applied pursuant to Section 2.10(j) to the Incremental Term Loans, the Extended Term Loans and the Other prepayment of Term Loans shall be applied (x) first to reduce outstanding ABR Term Loans. Any amounts remaining after each such application shall be applied to prepay the Eurodollar Term Loans, as applicable. Notwithstanding the Incremental foregoing, if the amount of any prepayment of Term Loans required under this Section 2.10 shall be in excess of the amount of the ABR Term Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Term Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Term Loans on the last day of the then next-expiring Interest Period for Eurodollar Term Loans, ; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the Extended rate provided hereunder for the Term Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Term Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Other Term Loans Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) deposit to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence payment of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturityan amount equal to such Excess Amount or (B) prepaid immediately, and then on a pro rata basis together with any amounts owing to all such remaining Installmentsthe Lenders under Section 2.13.

Application of Prepayments. (aA) Application Designated Prepayments shall be allocated and applied first to the outstanding Loans as more particularly described in clauses (C), (D) and (E) below and, following the payment in full of Voluntary the Loans, the remaining balance of each Designated Prepayment shall be applied to the Letter of Credit Obligations (or, to the extent such Letter of Credit Obligations are contingent, deposited in the Cash Collateral Account to provide Cash Collateral in respect of such Letter of Credit Obligations). (B) Prepayments required by Type Section 4.01(b)(iii) shall be allocated and applied to the Loans ratably based on the then outstanding principal balance thereof until paid in full. (C) Designated Prepayments made with respect to Net Cash Proceeds of Loans. Any prepayment Sale shall be allocated (1) first to reduce outstanding Loans by the amount thereof attributable to the Property giving rise to such Net Cash Proceeds of any Loan Sale or a portion thereof, (2) second to the Overadvance Amount (in the inverse order of maturity with respect to the Excess Borrowing Amount and in the inverse order of reduction with respect to the Interim Liquidity Amount) until reduced to zero, (3) third to reduce outstanding Revolving Credit Obligations by an amount equal to the amount by which Revolving Credit Commitments are required to be reduced pursuant to Section 2.13(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis4.01(b)(vii)(B), and (4) last to reduce the remaining outstanding balance of the Revolving Credit Obligations. (D) Designated Prepayments made with respect to Net Cash Proceeds of Issuance of Equity Securities shall be further applied on a pro rata basis allocated first to the first eight Overadvance Amount (in the inverse order of maturity with respect to the Excess Borrowing Amount and in the inverse order of reduction with respect to the Interim Liquidity Amount) until paid in full and then to reduce the remaining Installments of principal outstanding balance of the Term Loans, Revolving Credit Obligations. (E) Designated Prepayments made with respect to Net Cash Proceeds of Issuance of Indebtedness shall be allocated first to the Extended Term Loans, Overadvance Amount (in the Other Term Loans and the Incremental Term Loans in direct inverse order of maturity, maturity with respect to the Excess Borrowing Amount and in the inverse order of reduction with respect to the Interim Liquidity Amount) until paid in full and then on a pro rata basis to all such reduce the remaining Installmentsoutstanding balance of the Revolving Credit Obligations.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of LoansLoans and Order of Maturity. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be applied as specified by the Borrowers Borrower in the applicable notice of prepayment; provided, provided that in the event Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied first to repay outstanding Swing Line Loans to the full extent thereof, second to repay outstanding Revolving Loans and/or LC Facility Loans, as the case may be, to the full extent thereof, and third to repay outstanding Term Loans to the full extent thereof. Any voluntary prepayments of the Revolving Loans and the LC Facility Loans pursuant to subsection 2.4B(i) shall be applied to prepay the Revolving Loans and the LC Facility Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof). Any voluntary prepayments of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans pursuant to subsection 2.4B(i) shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term B Loans and the Other Supplemental Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after and to reduce the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments scheduled installments of principal of the Term Loans, the Extended Term Loans, the Other Term B Loans and the Incremental Supplemental Term Loans as directed by the Borrowers (or, set forth in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans subsections 2.4A on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected in accordance with the respective outstanding principal amounts thereof) to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight each remaining Installments scheduled installment of principal of the Term Loans, B Loans and the Extended Supplemental Term Loans, as the Other Term Loans and the Incremental Term Loans case may be, set forth in direct order of maturitysubsections 2.4A, and then on a pro rata basis to all such remaining Installmentsrespectively.

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

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

Application of Prepayments. 14.8.1 Any prepayment made under Clause 14.1 (MANDATORY PREPAYMENT ON DISPOSAL) to 14.7 (MANDATORY PREPAYMENT OF EXCESS TERM ADVANCES) other than from the proceeds of the PIK Take-Out shall be applied in repayment of: (a) Application FIRST, PRO RATA across the Term A1 Outstandings and the Term A2 Outstandings; (b) SECOND, PRO RATA across the Term B1 Outstandings and the Term B2 Outstandings; (c) THIRD, the Term C Outstandings; and (d) FOURTH, to the extent the Term Outstandings have been repaid in full, in prepayment of Voluntary Prepayments by Type the Revolving Outstandings applied against Revolving Advances (and cash advances forming part of Loans. Ancillary Outstandings) and/or Bank Guarantees (and contingent Liabilities under any Ancillary Facility) at the option of the relevant Borrower (and any amounts so prepaid may not be re-borrowed and the Revolving Commitments and Ancillary Commitments of the Banks will be permanently reduced PRO RATA) PROVIDED THAT amounts shall be applied PRO RATA between Revolving Outstandings (other than Ancillary Outstandings) and Ancillary Outstandings. 14.8.2 Any prepayment from the proceeds of the PIK Take-Out shall be applied FIRST in repayment of the Term A1 Outstandings and SECOND the Term A2 Outstandings such that the repayment instalments shall, following application of such proceeds, be as set out in Clause 11.1 (TERM REPAYMENT INSTALMENTS). 14.8.3 Any prepayment of any Loan pursuant to Section 2.13(aTerm Outstandings other than from the proceeds of the PIK Take-Out shall satisfy the obligations under Clause 11.1 (TERM REPAYMENT INSTALMENTS) IN INVERSE CHRONOLOGICAL ORDER as between such term repayment instalments. 14.8.4 Any prepayment of an instalment of Term Outstandings shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of PRO RATA across the Term Loans, the Incremental Advances constituting such instalment of Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) Outstandings (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed otherwise agreed by the Borrowers (or, in the absence of such direction, in direct order of maturityan Instructing Group). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

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

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan All amounts required to be paid pursuant to Section 2.13(a3.3(b)(i) shall be applied as specified by first to Revolving Loans and second to Swingline Loans. All amounts required to be paid pursuant to Section 3.3(b)(ii), (iii), (iv), (v) and (vi) above shall be applied, first pro rata among the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the outstanding Tranche A Term Loans, the Incremental Tranche A Supplemental Term Loans and Tranche B Term Loans (which amounts shall then be applied to the remaining Principal Amortization Payments due with respect to the Tranche A Term Loans, the Extended Tranche A Supplemental Term Loans and the Other Tranche B Term Loans in inverse order of maturity thereof), second to the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount) and third to Swingline Loans (with a corresponding reduction in the Revolving Committed Amount). One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), (iii), (iv), (v) or (vi) with respect to the Tranche B Term Loans (to the extent there is sufficient Tranche A Term Loans and Tranche A Supplemental Term Loans outstanding to be paid with such prepayment) in which case such declined prepayments shall be allocated pro rata among the Tranche A Term Loans and Tranche A Supplemental Term Loans and among the Tranche B Term Loans held by Lenders accepting such prepayments; provided, however, a Lender declining to accept a mandatory prepayment shall be required to make such election to decline with respect to the Tranche B Term Loan of such Lender. Within the parameters of the application set forth above, prepayments shall be applied (x) first to prepay the Term Loans, the Incremental Term Loans, the Extended Term Base Rate Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect then to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Eurodollar Loans in direct order of maturity, and then on a pro rata basis Interest Period maturities. All prepayments hereunder shall be subject to all such remaining InstallmentsSection 3.15.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any Upon the prepayment of any Loan the Loans, the Borrower shall pay to the Administrative Agent for the account of the Lenders: (x) all accrued interest to the date of prepayment on the principal amount of the Loans being prepaid, (y) if such prepayment is not on a Payment Date, all Liquidation Costs incurred by such Lender as a result of such prepayment and (z) if such prepayment is made pursuant to Section 2.13(a2.04(b)(iii) and/or Section 2.04(b)(vi), a prepayment premium in an amount equal to three percent (3.00%) of an amount equal to the sum of (x) principal amount of the Loans prepaid plus (y) any Unused Commitments. Prepayments (whether such prepayment is an Optional Prepayment or a Mandatory Prepayment, except for a Mandatory Prepayment made pursuant to Section 2.04(b)(vii)(A) shall be applied first, ratably to interest, ordinary course settlement amounts under the Permitted Hedge Agreements, and Liquidation Costs as specified by set forth in Section 2.12, second, ratably to the Borrowers in the applicable notice of prepayment; provided, any such prepayment principal repayment installments of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (any related termination amounts in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal respect of the Term LoansPermitted Hedge Agreements, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, principal repayment installments of the Extended Term Loans, remaining Loans in inverse order of maturity and any related termination amounts in respect of the Other Term Loans Permitted Hedge Agreements; provided that each Mandatory Prepayment made pursuant to Section 2.04(b)(vii)(A) shall be applied to pay Deferred Amount and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal amount of the Term outstanding Liquidity Buffer Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

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

Application of Prepayments. (ai) Application All mandatory prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan the Term Loans made pursuant to Section 2.13(asubsection 6.3(b) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Term Loans to the full extent thereof; second, pro rata in proportion to the outstanding principal amounts thereof. (ii) All mandatory prepayments of the Term Loans made pursuant to subsection 6.3(c) shall be applied to repay outstanding Revolving Term Loans, to the full extent thereof, pro rata in proportion to the outstanding principal amounts thereof; PROVIDED, that, at the Borrower's election made by giving written notice thereof to the Administrative Agent when such prepayment is made, mandatory prepayments of the Term Loans made pursuant to subsection 6.3(c) in an aggregate amount not to exceed $50,000,000 shall be applied first to repay outstanding Term A Loans to the full extent thereof and THEREAFTER to repay outstanding Term Loans pro rata, in proportion to the outstanding principal amounts thereof. (iii) All mandatory prepayments of the Term Loans made pursuant to subsection 6.3(d) shall be applied to repay outstanding Term Loans to the full extent thereof, pro rata in proportion to the outstanding principal amounts thereof; and thirdPROVIDED, that, at the Borrower's election made by giving written notice thereof to prepay the Administrative Agent when such prepayment is made, mandatory prepayments of the Term Loans, Loans made pursuant to subsection 6.3(d) in an aggregate amount not to exceed $5,000,000 in each fiscal year shall be applied FIRST to repay outstanding Term A Loans to the Extended Term Loans, the Other extent thereof and THEREAFTER to repay outstanding Term Loans and the Incremental Term Loans on a pro rata basis in proportion to the outstanding principal amounts thereof. (unless any Lenders under any Extended iv) Any mandatory prepayments of the Term Loans, Other A Loans and Term B Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to reduce the first eight remaining Installments scheduled installments of principal of the Term A Loans and Term B Loans set forth on Schedule 6.2 in forward chronological order. Any mandatory prepayment of other outstanding Term Loans shall be applied to reduce the scheduled installments of principal of such Term Loans as specified in the Increased Commitments Agreement. The application of prepayments referred to in this subsection shall be made FIRST to ABR Loans and SECOND to Eurodollar Loans. Mandatory and voluntary prepayments of the Term Loans may not be reborrowed. (v) Notwithstanding the foregoing, in the Extended case of any mandatory prepayment of the Term B Loans or, to the extent provided in any Increased Commitments Agreement, any other Term Loan, to the extent any Term A Loan is outstanding, each Lender holding Term B Loans or such other Term Loans shall have option to waive the right to receive the amount of such mandatory prepayment of its Term B Loans or such other Term Loans. If any Lender or Lenders holding Term B Loans or such other Term Loans elect to waive the right to receive the amount of such mandatory prepayment, 50% of the Other amount that otherwise would have been applied to mandatorily prepay the Term B Loans or such other Term Loans of such Lender or Lenders shall be applied instead to the further prepayment of the Term A Loans and the Incremental Term Loans remaining 50% of such amount may be retained by the Borrower for use in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsits business.

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

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Loans pursuant to Section 2.13(a2.9(a) shall be applied as specified follows: first, to prepay Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied to the remaining scheduled Installments of principal of the Loans as directed by Parent (or, if no such direction is given, then in direct order of maturity); second, to pay any accrued and unpaid interest and any other amounts in respect of the Loans outstanding on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); and third, to satisfy any other outstanding Obligations of Parent on a pro rata basis hereunder by the Borrowers in the applicable notice amount of prepayment; provided, any such prepayment remaining. (b) Any prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans pursuant to Section 2.10 (other than clause (a)(ii) thereof) shall be applied (x) as follows: first, to prepay Loans and, if required by the Term Loansdefinitive documentation with respect thereto, the Incremental Term Loansaggregate outstanding principal amount of Indebtedness incurred pursuant to Section 6.1(a)(ii), on a pro rata basis (in accordance with the Extended respective outstanding principal amounts thereof) and further applied to the 45 (c) Any prepayment of Initial Term Loans and the Other pursuant to Section 2.10(a)(ii) shall be applied as follows: first, to prepay Initial Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) further applied to the remaining scheduled Installments of principal of the Term Loans, the Extended Term Loans, the Other Initial Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay pay any accrued and unpaid interest and any other amounts in respect of the Initial Term Loans outstanding Revolving Loans to on a pro rata basis (in accordance with the full extent respective outstanding principal amounts thereof); and third, to prepay satisfy any other outstanding Obligations of Parent in respect of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Initial Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to hereunder by the first eight remaining Installments amount of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsprepayment remaining.

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied as specified by the Borrowers pro rata amongst each Tranche of outstanding Term Loans (other than in the applicable notice case of prepayment; providedCredit Agreement Refinancing Indebtedness, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans which shall be applied (xto the applicable Tranche of Refinanced Debt) and, within each Tranche, first, to prepay the Term Loans, the Incremental Term Loans, the Extended accrued interest and fees with respect to Term Loans being prepaid and the Other second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred extended hereunder after the Closing Date elect to be prepaid on a less than ratable basisDate) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers Borrower (or, in the absence case of such no direction, in direct order of maturity). If the Borrowers fail Any prepayment of Term Loans pursuant to specify the Loans to which any such prepayment shall be applied, such prepayment Section 2.10(a) shall be applied as follows: firstdirected by the Borrower (or, to repay outstanding Swing Line Loans to in the full extent thereof; secondcase of no direction, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts may be applied, to offer to repay Second Lien Loans in accordance with the Second Lien Documents, if applicable (and, in the case of any such prepayment that is otherwise required to be applied to prepayment of the Second Lien Loans, Second Lien Permitted Incremental Equivalent Debt, Permitted Junior Refinancing Indebtedness, and any other senior Indebtedness, in each case secured by the Collateral on a pari passu basis with the Liens securing the Second Lien Loans). Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other Indebtedness in each case secured by the Collateral on a pari passu basis (without regard to the control of remedies) with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f). Notwithstanding anything to the contrary in this Section 2.10(h), (x) any mandatory prepayment pursuant to Section 2.10(d) resulting from the incurrence of Credit Agreement Refinancing Indebtedness, Refinancing Term Loans, Refinancing Revolving Loans, Permitted Debt Exchange Notes or any Second Lien Credit Agreement Refinancing Indebtedness, Second Lien Refinancing Term Loans or Second Lien Permitted Debt Exchange Notes shall, in each case, be applied to repay the applicable tranches of Indebtedness in accordance with Section 2.22 or 2.23 or the corresponding provisions governing such other Indebtedness, as applicable and, for the avoidance of doubt, no Applicable Other Indebtedness may share in any such mandatory prepayment and (y) this Section 2.10(h) shall be deemed modified to the extent necessary to accommodate any changes to the pro rata basis to all such remaining Installmentssharing in mandatory and voluntary prepayments set forth in Section 2.20(c)(iii).

Application of Prepayments. (a) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). In the event of any optional or mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class remain outstanding, the aggregate amount of such prepayment shall be allocated between the Classes of Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. Notwithstanding the foregoing any Term Loan Lender may elect, by written notice to the Administrative Agent at least one Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Term Loans, pursuant to this Section 2.10, in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans, but was so declined shall be ratably offered to each Term Loan Lender that initially accepted such prepayment. Any amounts rejected by such Lenders shall be retained by Borrower. Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; providedto reduce scheduled repayments required under Section 2.09, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers Borrower. Any prepayments of Term Loans pursuant to Section 2.10 (orc), in the absence of such direction(d), in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment (f) or (g) shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis among the repayments remaining to be made on each Term Loan Repayment Date for such Class of Term Loans (inclusive of the payment due on the Term Loan Maturity Date or Incremental Term Loan Maturity Date, as the case may be). Amounts to be applied pursuant to this Section 2.10 to the first eight remaining Installments prepayment of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in direct order excess of maturitythe amount of the ABR Loans at the time outstanding (an “Excess Amount”), then, at the election of Borrower, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on a pro rata basis deposit to all the payment of such remaining InstallmentsLoans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

Application of Prepayments. (ai) Application In the event of Voluntary Prepayments by Type of Loans. Any any mandatory prepayment of any Loan Loans pursuant to Section 2.13(asubsections 2.8(b)(i), (ii) and (v), the proceeds shall be applied as specified by the Borrowers in the applicable notice of prepayment; providedfollows: FIRST, any if such prepayment is made at a time when any part of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be appliedLoan remains outstanding, such prepayment shall be applied as follows: firstto the repayment of the Term Loan, to be shared and applied ratably among the Lenders in proportion to the outstanding amount of the Term Loan owing to each Lender, and applied against the remaining scheduled installments of the Term Loan in the inverse order of maturity; and SECOND, after the Term Loan has been repaid in full, the amount of any mandatory prepayment shall be applied, to repay outstanding Swing Line Loans to the full extent thereof; secondRevolving Loans, and, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basisprovide cash collateral for Total LC Exposure as specified in Section 2.4(h), and (A) with respect to any mandatory prepayment of Loans pursuant to subsections 2.8(b)(i) and (ii), with a corresponding increase in Availability Block and a corresponding permanent reduction in the Revolving Credit Commitments and (B) with respect to any mandatory prepayment of Loans pursuant to subsection 2.8(b)(v), (x) so long as no Default or Event of Default shall have occurred and be continuing, with a corresponding increase in the Availability Block, but no permanent reduction in the Revolving Credit Commitments, and (y) if a Default or Event of Default shall have occurred and be continuing, with a corresponding increase in the Availability Block and a corresponding permanent reduction in the Revolving Credit Commitments. (ii) Upon receipt of Net Cash Payments from the Disposition of, or from Casualty Events of any property comprising the Term Loan Borrowing Base pursuant to subsections 2.8(b)(iii) and 2.8(b)(iv), the Net Cash Payments from such sale or such Casualty Event shall be further applied on a pro rata basis as follows: (A) so long as no Default or Event of Default shall have occurred and be continuing, (1) an amount equal to the first eight remaining Installments lesser of principal (aa) the appraised value of such asset (as determined by the Agent by reference to the most recent appraisal obtained by the Agent) and (bb) 100% of the Net Cash Payment, shall be applied to the repayment of the Term LoansLoan to be shared and applied ratably among the Lenders in proportion to the outstanding amount of the Term Loan owing to each Lender, and applied against the Extended remaining scheduled installments of the Term Loans, the Other Term Loans and the Incremental Term Loans Loan in direct inverse order of maturity, and then on a pro rata basis to all such remaining Installments.; and

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

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant amounts paid to Section 2.13(athe Facility Agent in accordance with Clause 9.2 (Mandatory Prepayment from Debt Issue or Equity Issue) to Clause 9.6 (Mandatory Prepayment in respect to Dividend Payments or Distributions) (inclusive) shall be applied as specified by the Borrowers applied: (i) first, in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective of all outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Facility Loans and the Incremental US Term Loans; (ii) secondly, Cash Collateral to be provided in an amount equal to each Issuing Bank's Letters of Credit Proportion or Issuing Bank's liability under the Letter of Credit in Euros, as relevant; (iii) thirdly, in permanent prepayment on a pro rata basis of all outstanding Revolving Credit Facility Loans (in such order as directed by the Borrowers (Company may select or, in the absence of such directionselection, as the Facility Agent shall determine); and (iv) fourthly, if any excess remains, in direct order payment of maturity). If such excess to the Borrowers fail relevant Group Member, provided that to specify the Loans extent that the US Term Lenders exercise their right to which any such refuse prepayment shall be appliedunder the US Term Loan Agreement , such prepayment the amount so refused shall be applied as follows: first, to repay outstanding Swing Line Loans pro rata to the full extent thereof; secondoutstanding Term Facility Loans and thereafter be applied for the provision of Cash Collateral in accordance with paragraph (a) (ii) of this Clause 9.7. (b) Notwithstanding Clause 9.7 (a), to repay any prepayment in respect of accounts receivables made in accordance with Clause 9.3 (Mandatory Prepayment from Asset Disposals) shall be applied in cancellation and prepayment of the outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis Credit Facility. (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal c) Any prepayment of the Term LoansFacility A Loan, the Extended Term Loans, the Other Facility B Loans or Term Loans and the Incremental Term Facility C Loans in direct order accordance with this Clause 9.7 shall reduce (and there shall be a corresponding cancellation in) the Available Facility in respect of maturity, each such Term Facility. Any such cancellation shall reduce the Commitments of the Lenders rateably under such Term Facility. No amount so cancelled may be reborrowed. (d) Any prepayment of the Revolving Credit Facility Loans in accordance with this Clause 9.7 shall reduce (and then on there shall be a pro rata basis corresponding cancellation in) the Available Facility in respect of the Revolving Credit Facility. Any such cancellation shall reduce the Commitments of the Lenders rateably under that Facility. No amount so cancelled may be reborrowed. (e) Any amounts to all such remaining Installmentsbe applied in prepayment of the US Term Loan in accordance with this Clause 9.7 (Application of Prepayments) shall be converted into Euros at the Facility Agent's Spot Rate of Exchange three Business Days prior to the date the relevant Prepayment is made.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be applied as specified by the Borrowers applicable Borrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, provided that in the absence of such direction, in direct order of maturity). If event the Borrowers fail applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, first to repay outstanding Revolving Loans to the full extent thereof, second to repay outstanding Term Loans ratably, in accordance with their respective outstanding principal balances to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement); and thirdprovided that if no order is specified, voluntary prepayments applicable to the Revolving Loans hereunder shall be applied pro rata among all Revolving Loans and, in the case of Offshore Borrowers, to prepay Offshore Revolving Loans. Any mandatory prepayment pursuant to subsections 2.4B(ii)(a)-(f) shall be applied as set forth in such subsections; provided that mandatory prepayments of the Term Loans shall be made ratably among the Tranche A1 Term Loans, the Extended Tranche B1Term Loans, Tranche C Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Tranche D Term Loans, Other Additional Term Loans or Incremental (if any) and Refinancing Term Loans have elected (if any) in accordance with their respective outstanding principal amounts at the time of payment (except for (x) mandatory prepayments of Term Loans pursuant to subsection 2.4B(ii)(a) which shall be applied first to the Domestic Tranche C Term Loans until the same are paid on a less than ratable basisin full, then to the Tranche D Term Loans until the same are paid in full and thereafter applied ratably among the Tranche A1 Term Loans, Tranche B1 Term Loans, remaining Tranche C Term Loans, Additional Term Loans (if any) and Refinancing Term Loans (if any) in accordance with their respective outstanding principal amounts at the time of payment and (y) mandatory prepayments of Term Loans pursuant to subsection 2.4B(ii)(d), 2.4B(ii)(e) and 2.4B(ii)(f), which shall be applied first against the Tranche D Term Loans until the same are paid in full and thereafter applied ratably among the Tranche A1 Term Loans, Tranche B1 Term Loans, Tranche C Term Loans, Additional Term Loans (if any) and Refinancing Term Loans (if any) in accordance with their respective outstanding principal amounts at the time of payment), and shall be further applied on a pro rata basis to reduce the first eight remaining Installments scheduled installments of principal of the applicable Term Loans set forth in subsection 2.4B pro rata to all remaining installments (except for mandatory prepayments of Term Loans under subsection 2.4B(ii)(b), which shall be applied to all such installments in forward order of maturity); provided further, if at the time of such mandatory prepayment, the Term Loans have been repaid in full and (to the extent such prepayment is required to be applied to the Revolving Loan Commitments) the amount of such prepayment exceeds the sum of the Revolving Loan Commitments then in effect the amount by which such prepayment exceeds such amount shall be applied to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of any Type of Term Loans, Revolving Loans or Offshore Revolving Loans shall be applied first to Base Rate Loans of the Extended Term Loansapplicable Type to the full extent thereof before application to Euro Rate Loans of such Type as determined by Administrative Agent, in each case in a manner which minimizes the Other amount of any payments required to be made by the applicable Borrowers pursuant to subsection 2.6E. All prepayments of Euro Rate Loans Term Loans and Offshore Revolving Loans shall include payment of accrued interest on the Incremental principal amount so prepaid and shall be applied to payment of interest before application to principal. For purposes of this subsection 2.4B(iii), the outstanding principal balance of the French Tranche C2 Term Loans shall be deemed to be the Dollar Equivalent of the outstanding principal balance of such Term Loans as of the date of the applicable voluntary or mandatory prepayment to be applied to repay Term Loans in direct order accordance with this subsection 2.4B(iii). Amounts to be applied to French Tranche C2 Term Loans pursuant to this subsection 2.4B(iii) received by the Administrative Agent in Dollars shall be converted by the Administrative Agent into Euros at the Spot Rate on the date of maturity, and then on a pro rata basis to all such remaining Installmentsapplication.

Application of Prepayments. (ai) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) Optional prepayments under this Agreement shall be applied as specified by the Borrowers Borrower in the applicable notice of prepaymentprepayment in Section 2.10(i); provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (orprovided that, in the absence of such direction, in direct order of maturity). If the Borrowers fail event Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, first to repay outstanding Revolving Loans to the full extent thereof; , and thirdsecond to repay outstanding Term Loans to the full extent thereof. Mandatory prepayments under this Agreement shall be applied first to reduce outstanding Term Loans pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.09. After application of mandatory prepayments pursuant to the immediately preceding sentence and to the extent there are mandatory prepayment amounts remaining after such application, any such remaining portion of the mandatory prepayment amounts shall be applied (i) to prepay the Term LoansRevolving Loans to the full extent thereof and to further permanently reduce the Revolving Commitments ratably among the Revolving Lenders by the amount of such prepayment (and Borrower shall comply with Section 2.10(b)), and (ii) then, to the Extended Term Loansextent of any remaining portion of the mandatory prepayment amounts, to further permanently reduce the Other Revolving Commitments ratably among the Revolving Lenders to the full extent thereof. (ii) Amounts to be applied pursuant to this Section 2.10 to the prepayment of Term Loans and the Incremental Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans on a pro rata basis (unless any Lenders under any Extended Term and ABR Revolving Loans, Other respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Incremental Term Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans have elected to be paid on a less than ratable basis), and required under this Section 2.10 shall be further applied on a pro rata basis in excess of the amount of the ABR Loans at the time outstanding, only the portion of the amount of such prepayment as is equal to the first eight remaining Installments amount of principal such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (x) deposited in the Collateral Account and applied to the prepayment of Eurodollar Loans on the last day of the Term Loansthen next-expiring Interest Period for Eurodollar Loans (with all interest accruing thereon for the account of Borrower) or (y) prepaid immediately, together with any amounts owing to the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.Lenders under Section

Application of Prepayments. (a) Application Subject to subsection 1.10(c), any prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Term Loans pursuant to Section 2.13(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans 1.7 shall be applied (x) pro rata to prepay the Term Loans, the Incremental Term Loans, the Extended outstanding Tranches of Term Loans and the Other (with each Tranche of outstanding Term Loans on a pro rata basis (in accordance with to receive its Term Loan Percentage of the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basisapplicable prepayment) and (y) to the remaining Installments of principal scheduled installments of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental respective Tranche of Term Loans as directed by the Borrowers Borrower at the time of the respective prepayment (or, in the absence of and absent such direction, in direct order of maturitymaturity thereof). If the Borrowers fail Subject to specify the Loans subsection 1.10(c) and any reinvestment rights permitted under subsection 1.8(c), any prepayments pursuant to which any such prepayment shall be appliedsubsection 1.8(c), such prepayment 1.8(d) or 1.8(e) shall be applied as follows: first, (I) first (x) pro rata to repay the outstanding Swing Line Tranches of Term Loans (with each Tranche of outstanding Term Loans to receive its Term Loan Percentage of the full extent thereof; second, to repay outstanding Revolving Loans applicable prepayment) and (y) to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal scheduled installments of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental respective Tranche of Term Loans in direct order of maturity, (II) second to prepay outstanding Swing Loans, and (III) third to prepay outstanding Revolving Loans, whereupon, in the case of preceding clauses (II) and (III) but only if an Event of Default or, in the case of an Event of Loss, a Specified Event of Default, then exists, the Revolving Loan Commitment of each Lender shall automatically and permanently be reduced by an amount equal to such Lender’s ratable share of the aggregate of principal repaid along with a permanent reduction of the Swingline Commitment solely at such time as the Aggregate Revolving Loan Commitment is reduced to an amount equal to the Swingline Commitment so that at no time will the Aggregate Revolving Loan Commitment be less than the Swingline Commitment, effective as of the earlier of the date that such prepayment is made or the date by which such prepayment is due and payable hereunder. Notwithstanding the foregoing, (i) the Borrower shall notify Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to subsections 1.8(c) and (e) at least one (1) Business Day prior to the date of such prepayment, (ii) upon receiving such notice Agent will promptly notify each Term Lender of the contents of the Borrower’s prepayment notice and of such Term Lender’s pro rata share of the prepayment and (iii) in which case any Term Lender may elect, by notice to Agent by telephone (confirmed by telecopy or electronic mail) at least one (1) Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to subsections 1.8(c) and (e), in which case the aggregate amount of such prepayment that would have been applied to prepay Term Loans, but was so declined (such amount, the “Declined Amount”), shall be applied as, and to the extent required by the Second Lien Credit Agreement (but subject to clause (B) of Section 5.10) and, to the extent not so applied or required or permitted to be applied, shall be retained by the Borrower. If a Term Lender fails to deliver such notice to Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be declined, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. To the extent permitted by the foregoing sentences, amounts prepaid shall be applied first to any Base Rate Loans of the respective Tranche then outstanding and then on a pro rata basis to all outstanding LIBOR Rate Loans of such remaining InstallmentsTranche with the shortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the Borrower shall pay any amounts required pursuant to Section 10.4.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be applied as specified by the Borrowers applicable Borrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, provided that in the absence of such direction, in direct order of maturity). If event the Borrowers fail applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be applied as follows: first, first to repay outstanding Swing Line Revolving Loans and Offshore Revolving Loans ratably, in accordance with their respective outstanding principal balances to the full extent thereof; second, second to repay outstanding Revolving Term Loans ratably, in accordance with their respective outstanding principal balances to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment pursuant to subsections 2.4B(ii)(a)-(e) shall be applied as set forth in such subsections; and third, to prepay provided that mandatory prepayments of the Term Loans shall be made among the Tranche A Term Loans, the Extended Tranche B Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Tranche C Term Loans, Other Tranche D Term Loans, Additional Term Loans or Incremental (if any) and Refinancing Term Loans have elected (if any) in a manner specified by Borrowers’ Agent (and if no such manner is specified, ratably in accordance with their outstanding principal amounts); provided that in no event shall any prepayment pursuant to subsection 2.4B(ii) require the repayment of more than 25% of the principal amount of the Tranche C Term Loans within five (5) years of the date of advance (and amounts of Tranche C Term Loans outstanding in excess of such amount during such five (5) year period shall be deemed not to be paid on a less than ratable basisoutstanding during such five (5) year period solely for purposes of subsection 2.4B(ii), ); and amounts applied to any particular tranche of Term Loans shall be further applied on a pro rata basis first to reduce the first eight remaining Installments scheduled installments of principal of the applicable Term Loans set forth in subsection 2.4B due within 12 months of such repayment and second to reduce all remaining installments pro rata (except for mandatory prepayments of Term Loans under subsection 2.4B(ii)(b), which shall be applied to all such installments in forward order of maturity); provided further, if at the time of such mandatory prepayment, the Term Loans have been repaid in full and (to the extent such prepayment is required to be applied to the Revolving Loan Commitments) the amount of such prepayment exceeds the sum of the Revolving Loan Commitments then in effect the amount by which such prepayment exceeds such amount shall be applied to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of any Type of Term Loans, Revolving Loans or Offshore Revolving Loans shall be applied first to Base Rate Loans of the Extended Term applicable Type to the full extent thereof before application to Eurocurrency Rate Loans or B/A Discount Rate Loans of such Type as determined by Administrative Agent, in each case in a manner which minimizes the amount of any payments required to be made by the applicable Borrowers pursuant to subsection 2.6D(iii). All prepayments of Eurocurrency Rate Loans, the Other B/A Discount Rate Loans, Term Loans and Offshore Revolving Loans shall include payment of accrued interest on the Incremental Term Loans in direct order principal amount so prepaid and shall be applied to payment of maturity, and then on a pro rata basis interest before application to all such remaining Installmentsprincipal.

Application of Prepayments. (a) Application APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF MATURITY. Subject to the provisions of Voluntary Prepayments by Type of Loans. Any prepayment of subsection 2.4D, any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be applied as specified by the Borrowers Borrower in the applicable notice of prepayment; provided, PROVIDED that if Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied FIRST to repay outstanding Term Loans to the full extent thereof, SECOND to repay outstanding Swing Line Loans to the full extent thereof, THIRD to repay outstanding Revolving Loans to the full extent thereof and permanently reduce the Revolving Loan Commitments and FOURTH to cash collateralize any outstanding Letters of Credit. Any voluntary prepayments of the Term Loans, Loans pursuant to subsection 2.4B(i) shall be applied to prepay the Incremental Term Loans, the Extended Tranche A Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Tranche B Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after to reduce the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments scheduled installments of principal of the Term Loans, the Extended Term Loans, the Other Tranche A Term Loans and the Incremental Tranche B Term Loans as directed by the Borrowers (or, set forth in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; subsections 2.4A(i) and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans 2.4A(ii) on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected in accordance with the respective outstanding principal amounts thereof) to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight each remaining Installments scheduled installment of principal of the Tranche A Term Loans or the Tranche B Term Loans, as the Extended Term Loanscase may be, the Other Term Loans and the Incremental Term Loans set forth in direct order of maturitysubsection 2.4A(i) or 2.4A(ii), and then on a pro rata basis to all such remaining Installmentsrespectively.

Application of Prepayments. (ai) Application Prior to any optional or mandatory prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of Voluntary Prepayments by Type of Loans. Any such prepayment of any Loan pursuant to Section 2.13(a2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(c)-(g) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (xfirst to reduce scheduled payments required under Section 2.09(a) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with among the respective outstanding principal payments remaining to be made on each Term Loan Repayment Date, second to the extent there are prepayment amounts thereof) (unless any Lenders under any such Class incurred remaining after the Closing Date elect application of such prepayments under clause first, such excess amounts shall be applied to be prepaid the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Commitments) and Borrower shall comply with Section 2.10(b) and third, on a less than ratable pro rata basis) and (y) , to the remaining Installments of principal repayment of the Second Lien Term Loans, to the Extended extent required under the Second Lien Term LoansLoan Documents. Optional prepayments of Loans pursuant to Section 2.10(a) shall be applied to the prepayment of Revolving Loans and/or Term Loans in the manner directed by Borrower, and Borrower shall comply with Section 2.10(b)(ii). (ii) Amounts to be applied pursuant to this Section 2.10 to the Other prepayment of Term Loans and the Incremental Term Revolving Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such prepayment application shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Eurodollar Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Eurodollar Revolving Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsas applicable.

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

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

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

Application of Prepayments. (ai) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan All voluntary prepayments made pursuant to Section 2.13(a2.11(a) shall be applied (A) if made with respect to the Term Loans (and in the event Term Loans of more than one Class shall be outstanding at the time, shall be allocated to each Class as specified by the Borrowers in the applicable notice of prepayment; providedBorrower), any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: firstso allocated, to repay outstanding Swing Line reduce the subsequent scheduled repayments of Term Loans of each Class to be made pursuant to Section 2.10 as specified by the Borrower, and if not so specified, to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments scheduled installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental such Class of Term Loans in direct order of maturity, (B) if made with respect to the Revolving Loans, to prepay such Loans in accordance with the Lenders’ respective Applicable Percentages without a corresponding reduction in the Revolving Commitments or (C) if made with respect to the Swingline Loans, to prepay such Loans in accordance with Section 2.05 without a corresponding reduction in the Revolving Commitments. (ii) All mandatory prepayments required to be made pursuant to Sections 2.11(c) and then on a 2.11(d) shall be applied, first to prepay the Term Loans (and in the event Term Loans of more than one Class shall be outstanding at the time, shall be allocated among the Term Loans pro rata basis based on the aggregate principal amounts of outstanding Term Loans of each such Class) and, as so allocated, shall be applied to all reduce the subsequent scheduled repayments of Term Loans of each Class to be made pursuant to Section 2.10 to the immediately succeeding two (2) scheduled installments of principal of such remaining Installments.Class of Term Loans, with any excess applied in inverse order of maturity, second (but solely in the case of any Prepayment Event described in clause (c) of the definition of the term “Prepayment Event”) to prepay the Revolving Loans and Swingline Loans, ratably, without a corresponding reduction in the Revolving Commitments, and third (but solely in the case of any Prepayment Event described in clause (c) of the definition of the term “Prepayment Event”) to cash collateralize outstanding LC Exposure. ​ ​

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of LoansLoans and Order of ------------------------------------------------------------------------ Maturity. Any prepayment of any Loan voluntary prepayments pursuant to Section 2.13(asubsection 2.4B(i) shall be --- applied as specified by the Borrowers Company in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, provided -------- that in the absence of such direction, in direct order of maturity). If the Borrowers fail event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, first to repay ----- outstanding Swing Line Loans to the full extent thereof; second, second to repay ------ outstanding Revolving Loans to the full extent thereof; , and third, third to prepay repay ----- ratably the outstanding Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans to the Extended full extent thereof. Any voluntary prepayments of Tranche A Term Loans, Tranche B Term Loans and/or Tranche C Term Loans shall be applied ratably to the Other Tranche A Term Loans, Tranche B Term Loans and the Incremental Tranche C Term Loans on a pro rata basis (unless any Lenders under any Extended and shall be applied to the scheduled installments thereof set forth in subsections 2.4A(i), 2.4A(ii) and 2.4A(iii), respectively, in inverse order of maturity; provided, however, that Company, at its option, may apply such -------- ------- voluntary prepayments first to reduce the immediately succeeding two scheduled ----- installments of principal of Tranche A Term Loans, Other Tranche B Term Loans or Incremental and Tranche C Term Loans have elected to be paid on a less than ratable basisset forth in subsections 2.4A(i), 2.4A(ii) and shall be further applied on a pro rata basis 2.4A(iii), respectively, and second, to the first eight extent of any remaining Installments portion of such ------ voluntary prepayments, to reduce the scheduled installments of principal of the Tranche A Term Loans, the Extended Term Loans, the Other Tranche B Term Loans and the Incremental Tranche C Term Loans set forth in direct subsections 2.4A(i), 2.4A(ii) and 2.4A(iii), respectively, in inverse order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (a) Application Any voluntary prepayments of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan Term A Loans pursuant to Section 2.13(aclause (c) of Subsection 2.1.8 (Voluntary Commitment Reductions and Prepayments) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of scheduled principal of payments on the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term A Loans as directed by the Borrowers Borrower (orprovided, in that if the absence Borrower fails to make any such direction concurrently with such prepayment, the prepayment will be applied to reduce the applicable remaining payments under Subsection 2.1.6 (Scheduled Repayment of such direction, Term A Loans) in direct order of maturity). If the Borrowers fail . (b) Any voluntary prepayments of Term B Loans pursuant to specify the Loans to which any such prepayment shall be applied, such prepayment clause (d) of Subsection 2.1.8 (Voluntary Commitment Reductions and Prepayments) shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay remaining scheduled principal payments on the Term LoansB Loans as directed by the Borrower (provided, that if the Borrower fails to make any such direction concurrently with such prepayment, the Extended prepayment will be applied to reduce the applicable remaining payments under Subsection 2.1.7 (Scheduled Repayment of Term B Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans ) in direct order of maturity). (c) Any mandatory prepayments of Loans pursuant to Subsection 2.1.9 (Mandatory Prepayments) shall be applied first, to outstanding Term Loans pro rata among such Term Loans based on the outstanding principal amount of all Term Loans, and then on a in each case to reduce the applicable remaining payments under Subsection 2.1.6 (Scheduled Repayment of Term A Loans) and Subsection 2.1.7 (Scheduled Repayment of Term B Loans) (in each case, including payments to be made at maturity) pro rata basis until there are no outstanding Term Loans; and second, to all such remaining InstallmentsRC Loans without a corresponding permanent reduction of the RC Commitment; provided, however, that proceeds of any Refinancing Term A Indebtedness, Refinancing Term B Indebtedness or Refinancing RC Indebtedness shall be applied as provided in clauses (c) and (d) of Subsection 2.19.1 (Term Facility Refinancing) or clause (b) of Subsection 2.19.2 (Revolver Refinancing), respectively.

Application of Prepayments. (ai) Application of Voluntary Prepayments by Type of Loans. Any Except as otherwise provided in Section 5.6, each mandatory prepayment of any Loan pursuant to Section 2.13(a) 5.3.3 shall be remitted by Borrowers to Agent for application (i) first to accrued interest and principal due under the Term Notes, ratably, with amounts applied as specified by the Borrowers to principal installments to be applied in the applicable notice inverse order of prepaymentmaturities until payment in full thereof; providedand (ii) second, unless otherwise directed or agreed in writing by Agent (acting at the direction of the Required Lenders), to repay the principal balance of Revolver Loans outstanding (provided that any application of such prepayments to the Revolver Loans shall, unless otherwise agreed in writing by Agent (acting at the direction of the Required Lenders), automatically result in a corresponding permanent reduction of the Revolver Commitments). Notwithstanding the foregoing, if a Permitted Asset Disposition of Equipment or Intellectual Property includes the sale or other disposition of Accounts or Inventory then a portion of the Net Disposition Proceeds equal to the greater of (x) the net book value of such Accounts and Inventory or (y) the amount of the reduction in the Borrowing Base immediately after giving effect to such sale or other disposition of Accounts or Inventory, as the case may be, shall be promptly remitted to Agent for application to the Revolver Loans (with the application of any such prepayments to the Revolver Loans to result in a corresponding permanent reduction of the Revolver Commitments, unless otherwise agreed in writing by Agent (acting at the direction of the Required Lenders)). (ii) Each optional prepayment of Term Loan Advances pursuant to Section 5.3.4 shall be remitted by Borrowers to Agent and distributed by Agent to Lenders to prepay installments of the Term LoansNotes, in the Incremental Term Loansinverse order of their maturities, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal until Full Payment of the Term Loans, Notes. (iii) All distributions of prepayments by Agent to Lenders shall be on a Pro Rata basis. Each Lender shall apply the Extended Term Loans, the Other Term portion of a prepayment that is to be applied to principal installments first to outstanding Base Rate Loans and then to any outstanding Euro-Dollar Loans with the Incremental Term shortest Interest Periods remaining; but if application to any Euro-Dollar Loans as directed by would cause the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected same to be paid on a less than ratable basis), and shall be further applied on a pro rata basis prior to the first eight remaining Installments end of principal an applicable Interest Period, then, by prior written notice to Agent, Borrowers may elect as to such Euro-Dollar Loan to deliver cash to Agent in the amount of the Term required prepayment, to be held by Agent as Cash Collateral until the end of the applicable Interest Period, at which time Agent shall disburse such Cash Collateral to the affected Lenders for application to such Euro-Dollar Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installments.

Application of Prepayments. (a) Application of Voluntary Prepayments by Type of Loans. 12.5.1 Any prepayment made under Clauses 12.1 (Mandatory Prepayment on Disposal) (subject to Clause 12.2 (Amcare Disposal)) to 12.3 (Mandatory Prepayment on Change of any Loan pursuant to Section 2.13(aControl or Sale of Business) shall be applied as specified by in repayment: (a) first, pro rata across the Borrowers Term A Outstandings and the Term B Outstandings; and (b) second, to the extent the Term A Outstandings and the Term B Outstandings have been repaid in full, in repayment of the applicable notice Revolving Outstandings (and any amounts so repaid may not be reborrowed and the Revolving Commitments of prepayment; provided, any the Banks will be permanently reduced pro rata to the extent of such repayment). 12.5.2 Any prepayment of Term Outstandings in respect of a Term Facility shall be applied so that the Borrower effects a prepayment of the Term LoansA Outstandings or, as the case may be, the Incremental Term Loans, B Outstandings in order to satisfy the Extended remaining obligations under Clause 10.1 (Term Loans and the Other Repayment Instalments) in respect of outstandings under that Term Loans Facility pro rata. 12.5.3 Any prepayment (other than as mentioned in sub-clause 12.5.1) of Term Outstandings in respect of a Term Facility shall be applied across the Term Advances then outstanding under such Term Facility in the manner notified by the Original Borrower to the Agent at the time of prepayment (x) or, if no such notice is given, pro rata but in any event so that any such prepayment is applied so that each Borrower effects a prepayment pro rata to its share of the Term A Outstandings or, as the case may be, the Term B Outstandings). 12.5.4 The Parent shall procure that upon any requirement hereunder to prepay the Term LoansOutstandings in full, the Incremental Term Loans, the Extended Term Loans Revolving Outstandings shall also be repaid and the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment each Banks Available Revolving Commitment shall be applied, such prepayment shall be applied as follows: first, immediately cancelled and reduced to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentszero.

Application of Prepayments. (aA) Application Designated Prepayments shall be allocated and applied to the Obligations as follows: (I) the amount of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) each Designated Prepayment shall be applied as specified by ratably to the Borrowers unpaid installments of the Term Loans in the applicable notice inverse order of prepayment; provided, any such prepayment maturity until paid in full; (II) following the payment in full of the Term Loans, the Incremental Term remaining balance of each Designated Prepayment shall be applied ratably to the Loans made under the Acquisition Subfacility and applied to the unpaid installments thereof in the inverse order of maturity until paid in full; (III) following the payment in full of the Loans made under the Acquisition Subfacility, the remaining balance of each Designated Prepayment shall be applied to the outstanding Revolving Loans and, if such Designated Prepayment is made from either Net Cash Proceeds of Sale or Net Cash Proceeds of Issuance of Equity Securities or Indebtedness, shall permanently reduce the Revolving Credit Commitment of each Revolving Lender proportionately in accordance with its Revolving Loan Pro Rata Share of such Designated Prepayment; and (IV) following the payment in full of the Revolving Loans, the Extended Term Loans and the Other Term Loans remaining balance of each Designated Prepayment shall be applied to the Letter of Credit Obligations (xor, to the extent such Letter of Credit Obligations are contingent, deposited in the Cash Collateral Account to provide Cash Collateral in respect of such Letter of Credit Obligations). (B) Prepayments required by SECTION 4.01(B)(IV) shall be allocated and applied FIRST to prepay the Term Loans, Revolving Loans ratably based on the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with the respective then outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (y) balance thereof until paid in full, SECOND ratably to the remaining Installments of principal unpaid installments of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct inverse order of maturity). If maturity until paid in full, and LASTLY ratably to the Borrowers fail to specify unpaid installments of the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Swing Line Loans to made under the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be Acquisition Subfacility until paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining Installmentsfull.

Application of Prepayments. Except with respect to Term Loans incurred in connection with any Additional Borrowing Amendment, (aA) Application of Voluntary Prepayments by Type of Loans. Any each prepayment of any Loan Term Loans pursuant to this Section 2.13(a2.05(b) shall be applied as specified by ratably to each Class of Term Loans then outstanding (except to the Borrowers in extent that any applicable Additional Borrowing Amendment provides that the applicable notice Class of prepaymentTerm Loans made thereunder shall be entitled to less than pro rata treatment; provided, provided that any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and required as a result of the Other incurrence of Refinancing Term Loans shall be applied solely to the applicable Class or tranche of outstanding Term Loans to be refinanced thereby); (xB) with respect to prepay the each Class of Term Loans (other than Initial Term Loans), each prepayment pursuant to clauses (i) through (iii) of this Section 2.05(b) shall be applied to the Incremental Term Loans, scheduled installments of principal thereof following the Extended Term Loans and date of prepayment pursuant to Section 2.07 as set forth in the Other Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) applicable Additional Borrowing Amendment; and (yC) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any each such prepayment shall be appliedpaid to the Lenders in accordance with their respective Applicable Percentage of such prepayment; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.05(b)(viii), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied as follows: first, first to repay outstanding Swing Line Term Loans that are Base Rate Loans to the full extent thereof; second, thereof before application to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and that are Eurodollar Rate Loans in a manner that minimizes the Incremental Term Loans on a pro rata basis (unless amount of any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected payments required to be paid on a less than ratable basis), and shall be further applied on a pro rata basis made by the Borrower pursuant to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsSection 3.05.

Application of Prepayments. Except as otherwise provided in Section 1.9: (ai) Application of Voluntary Prepayments each prepayment by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) a Borrower made under this Agreement shall be applied as specified by first to the Borrowers Loans and related Obligations extended to such Borrower in the applicable notice of prepayment; providedorder set forth in this Subsection 1.9(c) 1.3(c), any such prepayment of and thereafter to the Term LoansLoans extended to the other Borrowers, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis (in accordance with clause (ii) below, or to such Loans of such Borrowers as the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after Agent, with the Closing Date elect to be prepaid on a less than ratable basis) consent of all Lenders, shall direct; and (yii) all such prepayments as to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrowers (or, in the absence of such direction, in direct order of maturity). If the Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment Borrower shall be applied as follows: first, to repay outstanding Swing Line Loans Fees and reimbursable expenses of Agents then due and payable pursuant to any of the full extent thereofLoan Documents; second, to repay outstanding Revolving Loans Fees and reimbursable expenses of Lenders then due and payable pursuant to any of the full extent thereofLoan Documents; and third, to prepay interest then due and payable on Term Loan A; fourth, to pay the scheduled principal installments of Term Loan A in inverse order of maturity until such Loan shall have been prepaid in full; fifth, to interest then due and payable on Term Loan B; sixth, to pay the scheduled principal installments of Term Loan B in inverse order of maturity until such Loan shall have been prepaid in full; seventh, to interest then due and payable on the Revolving Loan; eighth, to the principal balance of the Revolving Loan until the same shall have been paid in full; ninth, to any Letter of Credit Obligations of Borrowers whether under this Agreement, or otherwise, to provide cash collateral in respect of Letter of Credit Obligations in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; tenth, to interest then due and payable on the SCIL Loan; and eleventh, to the principal balance obligations of the SCIL Loan until the same shall have been paid in full. The Term Loan A Commitment, the SCIL Loan Commitment, and the Term LoansLoan B Commitment, as the Extended case may be, shall be permanently reduced by the amount of each such prepayment. The Revolving Loan Commitments shall not be permanently reduced by the amount of any such prepayments, unless Borrower Representative on behalf of Borrowers gives notice that Borrowers are electing to permanently reduce the applicable Commitment in connection with the applicable prepayment. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other Loan Document, each applicable Lender that has a Term LoansLoan A Commitment may, at any such Lender's option, irrevocably forego the Other aforereferenced prepayment with respect to Term Loans Loan A and, in such event, any such foregone prepayment shall be applied to the other portions of Term Loan A held by Lenders not electing to forego such prepayment ratably in accordance with the outstanding principal amount of Term Loan A held by such Lenders respectively. If all Lenders having Term Loan A Commitments elect to forego prepayment or if such prepayments are in excess of the aggregate accrued interest and outstanding principal amount of Term Loan A, any such foregone prepayments or excess amounts shall be applied, subject to the rights of Lenders holding Term Loan B Commitments to forego prepayments on Term Loan B as hereafter set forth, to Term Loan B ratably in accordance with the outstanding principal amounts held by the applicable Lenders. Each applicable Lender that has a Term Loan B Commitment may, at any such Lender's option, irrevocably forego the aforereferenced prepayment with respect to Term Loan B and, in such event, any such foregone prepayment shall be applied to the other portions of Term Loan B held by Lenders not electing to forego such prepayment ratably in accordance with the outstanding principal amount of Term Loan B held by such Lenders. If all Lenders having Term Loan B Commitments elect to forego prepayment or if such prepayments are in excess of the aggregate accrued interest and outstanding principal amount of Term Loan B, any such foregone prepayments or excess amounts shall be applied to the Revolving Loan and the Incremental SCIL Loan and outstanding Advances in the order set forth in clauses seventh, eighth, ninth and tenth of this Section 1.3(c). Any applicable Lender may notify Term Loans Agent and Borrower Representative of its election to irrevocably forego its share of any of the aforementioned prepayments, in which event such notice shall be effective until such Lender notifies Term Agent and Borrower Representative to the contrary. Any applicable Lender that wishes to decline receipt of its share of any such prepayment pursuant to this Section 1.3(c) shall promptly, and in any event no later than 2:00 p.m. (New York time) on a pro rata basis the date following receipt of its notice of such prepayment, notify Term Agent and Borrower Representative of such election. Any applicable Lender that has not provided notice pursuant to one of the two preceding sentences prior to the 2:00 p.m. (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans New York time) deadline shall be assumed to have elected to be paid on a less than ratable basis)accept such prepayment. Term Agent shall promptly provide, and shall be further applied on a pro rata basis to all such applicable electing Lenders, notice of the first eight remaining Installments of principal amount of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis that such Lenders have elected to all such remaining Installmentsdecline.

Application of Prepayments. Except as may be otherwise specified in any Refinancing Amendment (a) Application with respect to the Class of Voluntary Prepayments by Type Refinancing Term Loans or Refinancing Revolving Loans subject to such Refinancing Amendment; provided that such Refinancing Amendment shall not provide for better than pro rata treatment for such Class of Refinancing Term Loans or Refinancing Revolving Loans, as the case may be, with respect of each other Class of Loans. Any ), each prepayment of any Loan Loans pursuant to Section 2.13(a2.11(g), (h), (j) or (k) shall be applied (A) first, to the Term Loans, ratably to each Class thereof (provided that any prepayment of Loans with the Net Cash Proceeds of any Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt) and (B) after all Term Loans have been repaid in full, to the Revolving Loans, with a simultaneous reduction of the Revolving Commitments in an equal amount. Subject to the foregoing, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.11(m), subject to the provisions of Section 2.11(l). Any prepayments of Loans pursuant to Section 2.11(g), (h), (j) or (k) shall be applied to reduce scheduled installments of principal required under Section 2.10, (i) with respect of Term A Loans, first, in direct order to the next scheduled installment of principal due on the next annual Repayment Date occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, (ii) with respect of Term B Loans, first, in direct order to the scheduled installments of principal due on the next four (4) quarterly Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, and (iii) with respect to any Refinancing Term Loans or Refinancing Revolving Loans, as specified in the applicable Refinancing Amendment. For the avoidance of doubt, any prepayments of Loans pursuant to Section 2.11(a) shall be applied as specified by Borrowers. Subject to the Borrowers in first sentence of this Section 2.11(l), amounts to be applied pursuant to this Section 2.11 to the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans. Notwithstanding the Term Loansforegoing, if the amount of any prepayment of Loans required under this Section 2.11 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrowers, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata basis Excess Amount shall be either (in accordance with the respective outstanding principal amounts thereof) (unless any Lenders under any such Class incurred after the Closing Date elect to be prepaid on a less than ratable basis) and (yA) to the remaining Installments of principal extent the date of the Term next expiring Interest Period with respect to Eurodollar Loans is no greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.11, deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Extended Term LoansAdministrative Agent may, and upon written direction from the Other Term Loans and Required Lenders shall, apply any or all proceeds then on deposit to the Incremental Term Loans as directed by the Borrowers (or, in the absence payment of such directionLoans in an amount equal to such Excess Amount or (B) prepaid immediately, in direct order together with any amounts owing to the Lenders under Section 2.14; provided that if the next expiring Interest Period with respect to Eurodollar Loans is greater than 90 days after the date of maturity). If the Borrowers fail prepayment of Loans pursuant to specify the this Section 2.11, then such Eurodollar Loans to which any such prepayment shall be applied, such prepayment shall be applied prepaid immediately as follows: first, to repay outstanding Swing Line Loans to the full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis set forth in clause (unless any Lenders under any Extended Term Loans, Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the first eight remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity, and then on a pro rata basis to all such remaining InstallmentsB) above.