Common use of Application to Repayment Amounts Clause in Contracts

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied pro rata to the Term Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

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

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

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first penultimate proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event (other than a Specified Debt Incurrence Prepayment Event), shall be allocated to each Class of Term Loans outstanding on a pro rata basis and shall be applied to reduce scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Specified Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii5.2(d)(i); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been the subject to of a Section 13.6(g) transactiontransaction that was offered to all Lenders within such Class), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

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

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

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each Each prepayment of Term Loans required by Section 5.2(a)(i5.2(a) shall (unless otherwise indicated below) be initially allocated pro rata among the Tranche A-1 Term Loans, the Tranche A-2 Term Loans, the Tranche E Term Loans, the Tranche G Term Loans, the Tranche H Term Loans and the Tranche I Term Loans and each such prepayment of Term Loans (including those prepayments described below) shall be applied to reduce the applicable Repayment Amounts in connection such order as the US Borrower (on its own behalf and on behalf of the UK Borrower) may determine up to an amount equal to the aggregate amount of the applicable Repayment Amounts required to be made by the US Borrower or the UK Borrower pursuant to Section 2.5(b)(i), (ii), (iii), (iv), (v) or (vi), as the case may be, during the two year period 101 immediately following the date of the prepayment (such amount being, the “Amortization Amount”); provided, that to the extent that the amount of the prepayment exceeds the Amortization Amount, such excess shall be applied ratably to reduce the then remaining Repayment Amounts under such Term Facility; provided further, that, notwithstanding anything to the contrary contained herein, with respect to any prepayment of Term Loans required by Section 5.2(a) that results from a Debt Incurrence Prepayment Event in respect of any incurrence of Incremental Refinancing Term Loans pursuant to Section 2.15, any incurrence of Indebtedness pursuant to clause (ii) of Section 10.1(n) and any incurrence of Indebtedness pursuant to Section 10.1(q), such prepayment shall be initially allocated to any Class of pro rata among the Tranche A-1 Term Loans, the Tranche A-2 Term Loans, the Tranche E Term Loans outstanding and the Tranche G Term Loans until such time as directed by the Borrower (subject all such Term Loans have been repaid in full and, other than with respect to the requirement that the proceeds of any Specified a Debt Incurrence Prepayment Event shall in all cases be applied respect of any incurrence of Indebtedness pursuant to prepay or repay the applicable Refinanced IndebtednessSection 10.1(q), thereafter, pro rata among the remaining Term Loans. With respect to each such prepayment, (i) the US Borrower (on its own behalf and on behalf of the UK Borrower) will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Term Loan Lender, (ii) each Tranche E Term Loan Lender, each Tranche G Term Loan Lender, each Tranche H Term Loan Lender and each Tranche I Term Loan Lender will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent within fifteen Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment (and the US Borrower and the UK Borrower shall not prepay any such Tranche E Term Loans, Tranche G Term Loan, Tranche H Term Loans and Tranche I Term Loans until the date that is specified in the immediately following clause), (iii) the US Borrower and the UK Borrower will make all such prepayments not so refused upon the earlier of (x) such fifteenth Business Day and (y) such time as the Administrative Agent has received notice from each Lender that it consents to or refuses such prepayment and (iv) any prepayment so refused may be retained by the US Borrower or the UK Borrower, as the case may be; provided, that any prepayment so refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of the issuance of Permitted Additional Subordinated Notes shall be applied allocated pro rata to Lenders within each such Class, based upon the then outstanding principal amounts owing to each such Lender under each such Class of Tranche A-1 Term Loans and Tranche A-2 Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class as set forth above in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause this paragraph (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in fullc).

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

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

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied solely to Tranche B Loans and shall be applied pro rata to the Tranche B Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c)), the first proviso to Section 5.2(a)(i) and the first proviso to last sentence of Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii5.2(a)(ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to the applicable Class of Term Loans being refinanced thereby (or, if none, any Class of Term Loans outstanding outstanding) as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or unless such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment EventSection 5.2(a) shall be initially allocated to pro rata among the Classes of Tranche A Term Loans, the Tranche B Term Loans outstanding, pro rata, based upon and the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Tranche B-1 Term Loans and shall be applied to reduce such scheduled the applicable Repayment Amounts within in such order as the US Borrower (on its own behalf and on behalf of the UK Borrower) may determine up to an amount equal to the aggregate amount of the applicable Repayment Amounts required to be made by the US Borrower or the UK Borrower pursuant to Section 2.5(b)(i), (ii), (iii), (iv) or (v), as the case may be, during the two year period immediately following the date of the prepayment (such amount being, the "Amortization Amount"), provided that to the extent that the amount of the prepayment exceeds the Amortization Amount, such excess shall be applied ratably to reduce the then remaining Repayment Amounts under such Term Facility. With respect to each such Class prepayment, (i) the US Borrower (on its own behalf and on behalf of the UK Borrower) will, not later than the date specified in accordance with Section 5.2(d)(ii5.2(a) for offering to make such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Term Loan Lender, (ii) each Tranche B Term Loan Lender and each Tranche B-1 Term Loan Lender will have the right to refuse any such prepayment by giving written notice of such refusal to the US Borrower within fifteen Business Days after such Lender's receipt of notice from the Administrative Agent of such prepayment (and the US Borrower and the UK Borrower shall not prepay any such Tranche B Term Loans or Tranche B-1 Term Loans until the date that is specified in the immediately following clause), (iii) the US Borrower and the UK Borrower will make all such prepayments not so refused upon the earlier of (x) such fifteenth Business Day and (By) such time as the US Borrower has received notice from each Lender that it consents to or refuses such prepayment of Term Loans required and (iv) any prepayment so refused may be retained by Section 5.2(a)(ithe US Borrower or the UK Borrower, as the case may be, provided that any prepayment so refused that relates to Net Cash Proceeds from (x) in connection with a PIK Proceeds Prepayment Event or (y) a Debt Incurrence Prepayment Event in respect of the issuance of Permitted Additional Subordinated Notes shall be allocated to any Class of Term Loans the then outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Tranche A Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class as set forth above in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause this paragraph (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in fullc).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts outstanding principal amount due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii)Loans; provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, prepayment of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii5.2(a)(i), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transactionprepayment), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

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

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment EventSection 5.2(a) shall be initially allocated to pro rata among the Classes of Tranche A Term Loans, the Tranche B-1 Term Loans outstanding, pro rata, based upon and the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Tranche C Term Loans and shall be applied to reduce such scheduled the applicable Repayment Amounts within in such order as the US Borrower (on its own behalf and on behalf of the UK Borrower) may determine up to an amount equal to the aggregate amount of the applicable Repayment Amounts required to be made by the US Borrower or the UK Borrower pursuant to Section 2.5(b)(i), (ii) or (iii), as the case may be, during the two year period immediately following the date of the prepayment (such amount being, the "Amortization Amount"), provided that to the extent that the amount of the prepayment exceeds the Amortization Amount, such excess shall be applied ratably to reduce the then remaining Repayment Amounts under such Term Facility. With respect to each such Class prepayment, (i) the US Borrower (on its own behalf and on behalf of the UK Borrower) will, not later than the date specified in accordance with Section 5.2(d)(ii5.2(a) for offering to make such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Term Loan Lender, (ii) each Tranche B-1 Term Loan Lender and each Tranche C Term Loan Lender will have the right to refuse any such prepayment by giving written notice of such refusal to the US Borrower within fifteen Business Days after such Lender's receipt of notice from the Administrative Agent of such prepayment (and the US Borrower and the UK Borrower shall not prepay any such Tranche B-1 Term Loans or Tranche C Term Loans until the date that is specified in the immediately following clause), (iii) the US Borrower and the UK Borrower will make all such prepayments not so refused upon the earlier of (x) such fifteenth Business Day and (By) such time as the US Borrower has received notice from each Lender that it consents to or refuses such prepayment of Term Loans required and (iv) any prepayment so refused may be retained by Section 5.2(a)(ithe US Borrower or the UK Borrower, as the case may be, provided that any prepayment so refused that relates to Net Cash Proceeds from (x) in connection with a PIK Proceeds Prepayment Event or (y) a Debt Incurrence Prepayment Event in respect of the issuance of Permitted Additional Subordinated Notes shall be allocated to any Class of Term Loans the then outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Tranche A Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class as set forth above in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause this paragraph (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in fullc).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), ) and the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections Section 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and ), (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (C) each prepayment of Term Loans required by Section 5.2(a)(ii) shall be applied solely to Tranche B Loans and shall be applied pro rata to the Tranche B Lenders, based upon the outstanding principal amounts owing to each such Lender under each such Class and be applied to reduce such scheduled Repayment Amounts in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under either clause (A) or (C) above only, between an Existing Term Loan Class and Extended Term Loans of the 129 same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) clauses unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i2.09(c) and the first proviso to Section 5.2(a)(ii2.09(b)(i), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii2.09(b)(i) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transactionprepayment), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) 2.09(d)(ii); and (B) each prepayment of Term Loans required by Section 5.2(a)(i2.09(b)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced IndebtednessIndebtedness being refinanced), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii2.09(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i), (ii) and (ii) (other than in connection with a Debt Incurrence Prepayment Eventiii) shall be allocated to pro rata among the Classes of Initial Term Loans, the Delayed Draw Term Loans, the Incremental Term Loans, and the Extended Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect thereof and be applied to reduce the scheduled Repayment Amounts in direct order of each such Class of Term Loans (excluding maturity; provided that, subject to the pro rata application to Repayment Amounts within any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that following limitations: (i) the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A1) made pursuant to Section 5.2(a)(ii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full) or (2) made pursuant to Section 5.2(a)(iii)unless all Initial Term Loans and Delayed Draw Term Loans have been repaid in full; (ii) the Borrower may not allocate any mandatory prepayments made pursuant to Section 5.2(a)(i) to any Class of Term Loans unless such prepayment is accompanied by a pro rata repayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class, if any, from which such Class of Term Loans was converted and Extended Term Loans, if any, that were originally converted from such Class of Term Loans (or the Existing Term Loan Class, if any, from which such Class of Term Loans was converted); and (iii) prepayments within any Class of Term Loans must be applied (1) pro rata to Repayment Amounts within any Class of Term Loans and (2) to reduce the scheduled Repayment Amounts in direct order of maturity. Subject to Section 5.2(h), with respect to each such prepayment, 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 which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans.”

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

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

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

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

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

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c‎5.2(c), the first proviso to Section 5.2(a)(i‎5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i‎5.2(a)(i) and (ii‎(ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been the subject to of a Section 13.6(g) transactiontransaction that was offered to all Lenders within such Class), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii‎5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i‎5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii‎5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

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

Application to Repayment Amounts. Each prepayment of Loans required by Section 5.2(a) (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to except as provided in Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated (i) first, to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of then outstanding (ratably to each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive or on a less than pro rata share of any such mandatory prepayment and taking into account any reduction in ratable basis, if agreed to by the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(iiLoans) and (B) each prepayment based on then remaining principal amounts of the respective Classes of Term Loans required by Section 5.2(a)(ithen outstanding) until paid in connection with a Debt Incurrence Prepayment Event shall be allocated full, (ii) second, to any the Term C Loans then outstanding (ratably to each Class of Term C Loans outstanding as directed (or on a less than ratable basis, if agreed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each providing such Class of Term C Loans) based on the remaining principal amounts of the respective Classes of Term C Loans then outstanding) until paid in full and shall be applied (iii) thereafter, to reduce such scheduled Repayment Amounts within the Revolving Credit Facility (ratably to each Class of Revolving Credit Commitments (or on a less than ratable basis if agreed by the Lenders providing such Class of Revolving Credit Commitments) based on the respective Revolving Credit Commitments of each Class) (without any permanent reduction in accordance with Section 5.2(d)(iicommitments thereof); provided that, with respect to the allocation Net Cash Proceeds of such prepayments under clause (A) above onlyan Asset Sale Prepayment Event, between an Existing Term Loan Class and Extended Term Loans of Recovery Prepayment Event or Permitted Sale Leaseback, in each case solely to the same Extension Seriesextent with respect to any Collateral, the Borrower may allocate use a portion of such prepayments as the Borrower may specify, subject Net Cash Proceeds to prepay or repurchase Permitted Other Debt (and with such prepaid or repurchased Permitted Other Debt permanently extinguished) constituting First Lien Obligations to the limitation that extent any applicable 153 Permitted Other Debt Document requires the Borrower shall issuer of such Permitted Other Debt to prepay or make an offer to purchase or prepay such Permitted Other Debt with the proceeds of such Prepayment Event, in each case in an amount not allocate to Extended exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of the Permitted Other Debt constituting First Lien Obligations and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Other Debt and the outstanding principal amount of Term Loans and Term C Loans. Each prepayment of any Extension Series any Loans required by Section 5.2(a) shall be applied within each Class of Loans (i) ratably among the Lenders holding Loans of such mandatory prepayment under such clause Class (Aunless otherwise agreed by an applicable affected Lender) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due and (ii) to scheduled amortization payments in respect thereofof such Loans in direct forward order of scheduled maturity thereof or as otherwise directed by the Borrower. Any prepayment of Term Loans, of Term C Loans or Revolving Credit Loans with the Net Cash Proceeds of, or in exchange for, Permitted Other Debt, Refinancing Term Loans of the Existing Term Loan Class, if any, from which such Extended or Replacement Term Loans were converted pursuant to Section 5.2(a)(iii)(B) shall be applied solely to each applicable Class or exchanged (Classes of Term Loans, Term C Loans or such Term Revolving Credit Loans of the Existing Term Loan Class have otherwise been repaid in full)being refinanced or replaced.

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) (other than any prepayment of Term Loans required thereunder upon the occurrence of any Debt Incurrence Prepayment Event) or Section 5.2(a)(ii), shall be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in connection with a respect of Term Loans. Subject to Section 5.2(h), each prepayment of Term Loans required by Section 5.2(a)(i) upon the occurrence of any Debt Incurrence Prepayment Event shall be allocated as follows: (i) First, to any Class of the Series 2014 Term Loans, until such Series 2014 Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall are paid in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), full and such payment shall be applied shared pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of among all Series 2014 Term Loans and shall be applied applied, first, to reduce such scheduled the unpaid Repayment Amounts within due in respect of each such Class Series 2014 Term Loan during the succeeding 24 month period, in accordance with Section 5.2(d)(ii)direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2014 Term Loans; and (ii) Second, to the Series 2018 Extended Term Loans and all other Term Loans and such payment shall be shared pro rata among all Series 2018 Term Loans and all other Term Loans and shall be applied, first, to the unpaid Repayment Amounts due in respect of each such Series 2018 Term Loan and all other Term Loans during the succeeding 24 month period, in direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2018 Extended Term Loans and such other Term Loans; provided that, notwithstanding the foregoing, if concurrently with such prepayment the Borrowers request in a writing delivered to the Administrative Agent that such prepayment be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans, then such prepayment shall be allocated on such pro rata basis and shall be applied, first, to the unpaid Repayment Amounts due in respect of all Term Loan during the succeeding 24 month period, in direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans. Subject to Section 5.2(hi), with respect to each such prepayment, the allocation Parent 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 prepayments under clause (Aprepayment to be applied to each unpaid Repayment Amount) above only, between an Existing requesting that the Administrative Agent provide notice of such prepayment to each Term Loan Class and Lender or Extended Term Loan Lender, as applicable. Subject to Section 5.2(hi), each prepayment of Term Loans of the same Extension Seriesrequired by Section 5.2(a)(iii) shall be allocated as follows: (i) First, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Series 2014 Term Loans, until such Series 2014 Term Loans of any Extension Series any are paid in full and such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a payment shall be shared pro rata prepayment, among all Series 2014 Term Loans based upon on the applicable remaining Repayment Amounts due owing thereunder and shall be applied to the unpaid Repayment Amounts owing in respect thereof, of the such Series 2014 Term Loans on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2014 Term Loans; and (ii) Second, to the Existing Term Loan Class, if any, from which such Series 2018 Extended Term Loans were converted or exchanged (or such and all other Term Loans and such payment shall be shared pro rata among all Series 2018 Extended Term Loans and all other Term Loans based on the applicable remaining Repayment Amounts owing thereunder and shall be applied to the unpaid Repayment Amounts 144 owing in respect of such Series 2018 Extended Term Loans and such other Term Loans on a pro rata basis among the Existing remaining unpaid Repayment Amounts owing in respect of such Series 2018 Extended Term Loan Class have otherwise been repaid Loans; provided, that, notwithstanding the foregoing sentence, if concurrently with such prepayment the Borrowers request in fulla writing delivered to the Administrative Agent that such prepayment be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans, then such prepayment shall be allocated on such pro rata basis (and shall be applied to the unpaid Repayment Amounts owing in respect thereof on a pro rata basis).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i), (ii) and (ii) (other than in connection with a Debt Incurrence Prepayment Eventiii) shall be allocated to pro rata among 2014 Term Loans, 2017 Term Loans, the Classes of Incremental Term Loans, and the Extended Term Loans outstanding, pro rata, (other than the 2017 Term Loans) based upon the applicable remaining Repayment Amounts due in respect thereof and be applied to reduce the scheduled Repayment Amounts in direct order of each such Class of Term Loans (excluding any Class of Term Loans that has agreed maturity; provided that, subject to receive a less than the pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment application to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each ClassLenders, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that following limitations: (A) the Borrower shall not allocate to Extended Term Loans of any Extension Series (including the 2017 Term Loans) any such mandatory prepayment under such clause (A1) made pursuant to Section 5.2(a)(ii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class or Classes, if any, from which such Extended Term Loans were exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid in full) or (2) made pursuant to Section 5.2(a)(iii) unless all 2014 Term Loans have been repaid in full; (B) the Borrower may not allocate any mandatory prepayments made pursuant to Section 5.2(a)(i) to any Class of Term Loans unless such prepayment is accompanied by at least a pro rata repayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class, if any, from which such Class of Term Loans was exchanged and Extended Term Loans, if any, that were originally converted from such Class of Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class, if any, from which such Class have otherwise been repaid of Term Loans was converted); and (C) prepayments within any Class of Term Loans must be applied (1) pro rata to the Lenders, based upon the outstanding principal amounts owing within such Class of Term Loans and (2) to reduce the scheduled Repayment Amounts in fulldirect order of maturity. Subject to Section 5.2(h), 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 which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and and, (ii) and (other than in connection with a Debt Incurrence Prepayment Eventiii) shall be allocated to pro rata among the Classes of Initial2014 Term Loans, the Delayed Draw2017 Term Loans outstandingand, pro ratathe Incremental Term Loans, and the Extended Term Loans (other than the 2017 Term Loans) based upon the applicable remaining Repayment Amounts due in respect thereof and be applied to reduce the scheduled Repayment Amounts in direct order of each such Class of Term Loans (excluding any Class of Term Loans that has agreed maturity; provided that, subject to receive a less than the pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment application to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each ClassRepayment AmountsLenders, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that following limitations: (A) the Borrower shall not allocate to Extended Term Loans of any Extension Series (including the 2017 Term Loans) any such mandatory prepayment under such clause (A1) made pursuant to Section 5.2(a)(ii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class or Classes, if any, from which such Extended Term Loans were exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid in full) or (2) made pursuant to Section 5.2(a)(iii) unless all 2014 Term Loans have been repaid in full; (B) the Borrower may not allocate any mandatory prepayments made pursuant to Section 5.2(a)(i) to any Class of Term Loans unless such prepayment is accompanied by at least a pro rata repayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class, if any, from which such Class of Term Loans was exchanged and Extended Term Loans, if any, that were originally converted from such Class of Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class, if any, from which such Class have otherwise been repaid of Term Loans was converted); and (C) prepayments within any Class of Term Loans must be applied (1) pro rata to the Lenders, based upon the outstanding principal amounts owing within such Class of Term Loans and (2) to reduce the scheduled Repayment Amounts in fulldirect order of maturity. Subject to Section 5.2(h), 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 which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall or (ii) shall, prior to the date that is three years after the Closing Date, be allocated to any Class of using Dollar Equivalent amounts pro rata among the Tranche A Term Loans, the Tranche B Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay and European Tranche Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each remaining Repayment Amounts due thereunder during such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans period and shall be applied to reduce such scheduled Repayment Amounts within in the direct order of maturity thereof. Subject to Section 5.2(h), from and after the date that is three years after the Closing Date, each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation prepayment of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of pursuant to Section 5.2(a)(i) or (ii) shall be allocated pro rata among the same Extension SeriesTranche A Term Loans, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Tranche B Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, and the European Tranche Term Loans based upon on the applicable remaining Repayment Amounts due thereunder and shall be applied (x) in the case of Tranche A Term Loans, to reduce the respective Tranche A Repayment Amounts on a pro rata basis and (y) in the case of Tranche B Term Loans and European Tranche Term Loans, first, to the next eight unpaid Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans in direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts due in respect of such Term Loans. Subject to Section 5.2(h), with respect to each such prepayment, 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 Existing 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 Term Loan Class have otherwise been repaid in full)Lender, Tranche B Term Loan Lender or European Tranche Term Loan Lender, as applicable.

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

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated applied to reduce the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining scheduled Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed in direct order of maturity; provided that, subject to receive a less than the pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment application to Repayment Amounts within any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that following limitations: (A) the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (Amade pursuant to Section 5.2(a)(ii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full); (B) the Borrower may not allocate any mandatory prepayments (1) made pursuant to Section 5.2(a)(i) (other than in connection with a Debt Incurrence Prepayment Event) to any Class of Term Loans unless such prepayment is accompanied by a pro rata repayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class, if any, from which such Class of Term Loans was exchanged and Extended Term Loans, if any, that were originally exchanged from such Class of Term Loans and (2) made pursuant to Section 5.2(a)(i) in connection with any Debt Incurrence Prepayment Event unless all Existing Term Loans have been repaid in full; and (C) prepayments within any Class of Term Loans must be applied (1) pro rata to Repayment Amounts within any Class of Term Loans and (2) to reduce the scheduled Repayment Amounts in direct order of maturity.

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) (other than any prepayment of Term Loans required thereunder upon the occurrence of any Debt Incurrence Prepayment Event) or Section 5.2(a)(ii), shall be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in connection with a respect of Term Loans. Subject to Section 5.2(h), each prepayment of Term Loans required by Section 5.2(a)(i) upon the occurrence of any Debt Incurrence Prepayment Event shall be allocated as follows: (i) First, to any Class of the Series 2014 Term Loans, until such Series 2014 Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall are paid in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), full and such payment shall be applied shared pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of among all Series 2014 Term Loans and shall be applied applied, first, to reduce such scheduled the unpaid Repayment Amounts within due in respect of each such Class Series 2014 Term Loan during the succeeding 24 month period, in accordance with Section 5.2(d)(ii)direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2014 Term Loans; and (ii) Second, to the Series 2018 Extended Term Loans and all other Term Loans and such payment shall be shared pro rata among all Series 2018 Term Loans and all other Term Loans and shall be applied, first, to the unpaid Repayment Amounts due in respect of each such Series 2018 Term Loan and all other Term Loans during the succeeding 24 month period, in direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2018 Extended Term Loans and such other Term Loans; provided that, notwithstanding the foregoing, if concurrently with such prepayment the Borrowers request in a writing delivered to the Administrative Agent that such prepayment be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans, then such prepayment shall be allocated on such pro rata basis and shall be applied, first, to the unpaid Repayment Amounts due in respect of all Term Loan during the succeeding 24 month period, in direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans. Subject to Section 5.2(h), with respect to each such prepayment, the allocation Parent 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 prepayments under clause (Aprepayment to be applied to each unpaid Repayment Amount) above only, between an Existing requesting that the Administrative Agent provide notice of such prepayment to each Term Loan Class and Lender or Extended Term Loan Lender, as applicable. Subject to Section 5.2(h), each prepayment of Term Loans of the same Extension Seriesrequired by Section 5.2(a)(iii) shall be allocated as follows: (i) First, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Series 2014 Term Loans, until such Series 2014 Term Loans of any Extension Series any are paid in full and such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a payment shall be shared pro rata prepayment, among all Series 2014 Term Loans based upon on the applicable remaining Repayment Amounts due owing thereunder and shall be applied to the unpaid Repayment Amounts owing in respect thereof, of the such Series 2014 Term Loans on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Series 2014 Term Loans; and (ii) Second, to the Existing Term Loan Class, if any, from which such Series 2018 Extended Term Loans were converted or exchanged (or such and all other Term Loans and such payment shall be shared pro rata among all Series 2018 Extended Term Loans and all other Term Loans based on the applicable remaining Repayment Amounts owing thereunder and shall be applied to the unpaid Repayment Amounts owing in respect of such Series 2018 Extended Term Loans and such other Term Loans on a pro rata basis among the Existing remaining unpaid Repayment Amounts owing in respect of such Series 2018 Extended Term Loan Class have otherwise been repaid Loans; provided, that, notwithstanding the foregoing sentence, if concurrently with such prepayment the Borrowers request in fulla writing delivered to the Administrative Agent that such prepayment be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans, then such prepayment shall be allocated on such pro rata basis (and shall be applied to the unpaid Repayment Amounts owing in respect thereof on a pro rata basis).

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each Each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment EventSection 5.2(a) shall be initially allocated to pro rata among the Classes of Tranche A-1 Term Loans, the Tranche A-2 Term Loans, the Tranche B Term Loans outstanding, pro rata, based upon and the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Tranche C Term Loans and shall be applied to reduce such scheduled the applicable Repayment Amounts within in such order as the US Borrower (on its own behalf and on behalf of the UK Borrower) may determine up to an amount equal to the aggregate amount of the applicable Repayment Amounts required to be made by the US Borrower or the UK Borrower pursuant to Section 2.5(b)(i), (ii) or (iii), as the case may be, during the two year period immediately following the date of the prepayment (such amount being, the "Amortization Amount"), provided that to the extent that the amount of the prepayment exceeds the Amortization Amount, such excess shall be applied ratably to reduce the then remaining Repayment Amounts under such Term Facility. With respect to each such Class prepayment, (i) the US Borrower (on its own behalf and on behalf of the UK Borrower) will, not later than the date specified in accordance with Section 5.2(d)(ii5.2(a) for offering to make such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Term Loan Lender, (ii) each Tranche B Term Loan Lender and each Tranche C Term Loan Lender will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent within fifteen Business Days after such Lender's receipt of notice from the Administrative Agent of such prepayment (and the US Borrower and the UK Borrower shall not prepay any such Tranche B Term Loans or Tranche C Term Loans until the date that is specified in the immediately following clause), (iii) the US Borrower and the UK Borrower will make all such prepayments not so refused upon the earlier of (x) such fifteenth Business Day and (By) such time as the Administrative Agent has received notice from each Lender that it consents to or refuses such prepayment of Term Loans required and (iv) any prepayment so refused may be retained by Section 5.2(a)(i) in connection with the US Borrower or the UK Borrower, as the case may be, provided that any prepayment so refused that relates to Net Cash Proceeds from a Debt Incurrence Prepayment Event in respect of the issuance of Permitted Additional Subordinated Notes shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the then outstanding principal amounts owing to each such Lender under each such Class of Tranche A-1 Term Loans and Tranche A-2 Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class as set forth above in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause this paragraph (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in fullc).

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, 118 the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2021 New Term Loans, the 2022 Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation any such Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). 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 which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Initial Term Loan Lender, Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2021 New Term Lender, 2022 Term Lender or Extended Term Loan Lender, as applicable. Subject to Section 5.2(h), each prepayment of Term Loans required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the applicable remaining Repayment Amounts due thereunder and shall be applied to the unpaid Repayment Amounts due in respect of such Term Loans in direct order of maturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, 133 the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2020 Term A Loans, the 2021 New Term Loans, the 2022 New Term Loans, the 2022D New Dollar Term Loans, the 2023 Initial Term A Loans, the 2023 Delayed Draw Term A Loans, the 2024 New Dollar Term Loans, the 2024A New Dollar Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation any such Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). 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 which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Initial Term Loan Lender, Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2020 Term A Lender, 2021 New Term Lender, 2022 New Term Lender, 2022D New Dollar Term Lender, the 2023 Initial Term A Lender, 2023 Delayed Draw Term A Lender, 2024 New Dollar Term Lender, 2024A New Dollar Term Lender or Extended Term Loan Lender, as applicable. Subject to Section 5.2(h), each prepayment of Term Loans required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the applicable remaining Repayment Amounts due thereunder and shall be applied to the unpaid Repayment Amounts due in respect of such Term Loans in direct order of maturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) (other than any prepayment of Term Loans required thereunder upon the occurrence of any Debt Incurrence Prepayment Event) or Section 5.2(a)(ii), shall be allocated on a pro rata basis among the remaining unpaid Repayment Amounts owing in connection with a respect of Term Loans. Subject to Section 5.2(h), each prepayment of Term Loans required by Section 5.2(a)(i) upon the occurrence of any Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied on a pro rata to Lenders within each such Class, based upon basis among the outstanding principal amounts remaining unpaid Repayment Amounts owing to each such Lender under each such Class in respect of all Term Loans and shall be applied applied, first, to reduce such scheduled the unpaid Repayment Amounts within each such Class due in accordance with respect of all Term Loan during the succeeding 24 month period, in direct order of maturity thereof, and, second, on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of all Term Loans. Subject to Section 5.2(d)(ii5.2(i); provided that, with respect to the allocation of each such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Seriesprepayment, the Borrower may allocate will, not later than the date specified in Section 5.2(a) for making such prepayments 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 unpaid Repayment Amount) requesting that the Administrative Agent provide notice of such prepayment to each Term Loan Lender or Extended Term Loan Lender, as the Borrower may specifyapplicable. Subject to Section 5.2(i), subject each prepayment of Term Loans required by Section 5.2(a)(iii) shall be allocated to the limitation that the Borrower shall not allocate to Extended Series 2024 Term Loans of any Extension Series any and all other Term Loans and such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a payment shall be shared pro rata prepayment, among all Series 2024 Term Loans and all other Term Loans based upon on the applicable remaining Repayment Amounts due owing thereunder and shall be applied to the unpaid Repayment Amounts owing in respect thereof, of the such Series 2024 Term Loans of the Existing Term Loan Class, if any, from which and such Extended other Term Loans were converted or exchanged (or on a pro rata basis among the remaining unpaid Repayment Amounts owing in respect of such Term Loans of the Existing Term Loan Class have otherwise been repaid in full)Loans.

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

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

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

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated applied to reduce the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining scheduled Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed in direct order of maturity; provided that, subject to receive a less than the pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment application to Repayment Amounts within any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that following limitations: (A) the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (Amade pursuant to Section 5.2(a)(ii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full); (B) the Borrower may not allocate to 2017 Term Loans any mandatory prepayment made pursuant to Section 5.2(a)(ii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of each other outstanding Class of Term Loans with a maturity date prior to the 2017 Term Loan Maturity Date; (C) the Borrower may not allocate any mandatory prepayments (1) made pursuant to Section 5.2(a)(i) (other than in connection with a Debt Incurrence Prepayment Event) to the 2017 Term Loans unless such prepayment is accompanied by a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of each other outstanding Class of Term Loans with a maturity date prior to the 2017 Term Loan Maturity Date, (2) made pursuant to Section 5.2(a)(i) (other than in connection with a Debt Incurrence Prepayment Event) to any Class of Term Loans other than the 2017 Term Loans unless such prepayment is accompanied by a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of Term Loans of the Existing Term Loan Class, if any, from which such Class of Term Loans was exchanged and Extended Term Loans, if any, that were originally exchanged from such Class of Term Loans and (3) made pursuant to Section 5.2(a)(i) in connection with any Debt Incurrence Prepayment Event unless all Term Loans of the Existing Term Loan Class have been repaid in full; and (D) prepayments within any Class of Term Loans must be applied (1) pro rata to Repayment Amounts within any Class of Term Loans and (2) to reduce the scheduled Repayment Amounts in direct order of maturity.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c)), the first proviso to Section 5.2(a)(i) and the first proviso to last sentence of Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii5.2(a)(ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction)Loans, shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event shall be allocated to the applicable Class of Term Loans being refinanced thereby (or, if none, any Class of Term Loans outstanding outstanding) as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness)Borrower, shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).the

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans outstanding as directed by and, the Borrower (subject to Euro Tranche Term Loans and the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled the unpaid Repayment Amounts within each due in respect of such Class Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid paid in full). 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 which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Initial Term Loan Lender, Delayed Draw Term Loan Lender or, Euro Tranche Term Loan Lender, as applicable. or Extended Term Loan Lender, as applicable. Subject to Section 5.2(h), each prepayment of Term Loans required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the applicable remaining Repayment Amounts due thereunder and shall be applied to the unpaid Repayment Amounts due in respect of such Term Loans in direct order of maturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first penultimate proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event (other than a Specified Debt Incurrence Prepayment Event), shall be allocated to any each Class of Term Loans outstanding as directed by the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied on a pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans basis and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).-151- #96562806v11

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

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 New Term Loans, the 117 2017 Second New Term Loans, the 2018B Second New Term Loans, the 2021 Term Loans, the 2022 Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled any unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation any such Extended Term Loans of a Class) any mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). 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 which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Initial Term Loan Lender, Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 New Term Loan Lender, 2018B Second New Term Loan Lender, 2017 Second New Term Lender, 2021 Term Lender, 2022 Term Lender or Extended Term Loan Lender, as applicable. Subject to Section 5.2(h), each prepayment of Term Loans required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the applicable remaining Repayment Amounts due thereunder and shall be applied to the unpaid Repayment Amounts due in respect of such Term Loans in direct order of maturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 Term Loans, the 2017 New Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled theany unpaid Repayment Amounts within each due in respect of any such Class applicable Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any 108 Extension Series (including, without limitation, the 2018 Term Loans, the 2017 Term Loans and the 2017B Term Loans) any such mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). 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 which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Initial Term Loan Lender, Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 Term Loan Lender, 2018B Term Loan Lender, 2017 Term Loan Lender, 2017BNew Term Loan Lender or Extended Term Loan Lender, as applicable. Subject to Section 5.2(h), each prepayment of Term Loans required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the applicable remaining Repayment Amounts due thereunder and shall be applied to the unpaid Repayment Amounts due in respect of such Term Loans in direct order of maturity thereof.

Application to Repayment Amounts. (i) Subject to clause (ii) of this Section 5.2(c5.2(h), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A) each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess Cash Flow payment to any Class of Term Loans that have been subject to a Section 13.6(g) transaction), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i) in connection with a Debt Incurrence Prepayment Event or (ii) shall be allocated to any Class of pro rata among the Initial Term Loans, the Delayed Draw Term Loans, the Euro Tranche Term Loans, the 2018 Term Loans, the 2017 106 Term Loans outstanding as directed by and the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases be applied to prepay or repay Extended Term Loans based on the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans remaining Repayment Amounts due thereunder and shall be applied to reduce such scheduled the unpaid Repayment Amounts within each due in respect of such Class Term Loans in accordance with Section 5.2(d)(ii)direct order of maturity thereof; provided that, with respect subject to the allocation pro rata application to Repayment Amounts within any Class of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension SeriesLoans, the Borrower may allocate such prepayments prepayment in its sole discretion among the Class or Classes of Term Loans as the Borrower may specify, subject only to the limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series (including, without limitation, the 2018 Term Loans, the 2017 Term Loans and the 2017B Term Loans) any such mandatory prepayment under such clause made pursuant to Section 5.2(a)(i) or (Aii) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment Amounts due in respect thereof, of the Term Loans of the Existing Term Loan ClassClass or Classes, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class or Classes have otherwise been repaid paid in full). 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 which shall include a calculation of the amount of such prepayment to be applied to each Class of Term Loans) requesting that the Administrative Agent provide notice of such prepayment to each Initial Term Loan Lender, Delayed Draw Term Loan Lender, Euro Tranche Term Loan Lender, 2018 Term Loan Lender, 2017 Term Loan Lender, 2017B Term Loan Lender or Extended Term Loan Lender, as applicable. Subject to Section 5.2(h), each prepayment of Term Loans required by Section 5.2(a)(iii) shall be allocated pro rata among all outstanding Classes of Term Loans based on the applicable remaining Repayment Amounts due thereunder and shall be applied to the unpaid Repayment Amounts due in respect of such Term Loans in direct order of maturity thereof.