Common use of Application Clause in Contracts

Application. Upon the occurrence of any of the events described in clauses (i) or (ii) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.

Application. Upon the occurrence of any of the events described in clauses (i) or (ii) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; Commitments provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Term A Loans and Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; , provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses Section 2.10(a) shall be applied to prepay Loans as follows: (i) or (ii) of this Section 2.09(b), the amount of the required prepayment shall be applied firstFirst, to the prepayment reduction of Amortization Payments on the Term Loans (required by Sections 3.01(b) and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any3.01(c) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondand, in the case of the Company, after the prepayment in full of the Term LoansFacilities, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the remaining principal installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates respect thereto in direct order of maturity over the next succeeding four (for 4) quarterly installments and, thereafter, on a pro rata basis; provided that, each such prepayment shall, subject to the avoidance last paragraph of doubtthis Section 2.10(b), be applied to such Term Loans that are ABR Loans to the fullest extent thereof before application to Loans that are LIBOR Loans, and such prepayments are of LIBOR Loans shall be applied in a manner that minimizes the amount of any payments required to be applied made by Borrower pursuant to Section 5.05; (ii) Second, after such time as no Term Loans or Permitted First Priority Refinancing Debt remain outstanding, to prepay all outstanding Revolving Loans (in each case, without any reduction in Revolving Commitments); and (iii) Third, after application of prepayments in accordance with clauses (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata above, Borrower shall be permitted to retain any such remaining excess. Notwithstanding the foregoing, any Term Facility Lender may elect, by written notice to Administrative Agent at least one (1) Business Day prior to the prepayment date, to decline all payments due on each subsequent amortization date or any portion of any prepayment of its Term Loans, pursuant to this Section 2.10, in order which case the aggregate amount of maturity, with no payments being the prepayment that would have been applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in fullprepay such Term Loans, but was so declined shall be ratably offered to each Term Facility Lender that initially accepted such prepayment. Any such re-offered amounts rejected by such Lenders shall be retained by Borrower (any such retained amounts, “Declined Amounts”). Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid then next-expiring Interest Period for LIBOR Loans (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon (a) With respect to each repayment of Loans required by this Section 4.02, the occurrence Borrower may designate the Types of any of Loans under the events described in clauses respective facility which are to be repaid and the specific Borrowing(s) under the affected Facility pursuant to which made; provided, that (i) or (ii) of Eurodollar Loans made pursuant to a specific Facility may be designated for repayment pursuant to this Section 2.09(b), 4.02 only on the amount last day of the an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such Facility with Interest Periods ending on such date of required prepayment shall be applied first, and all Base Rate Loans made pursuant to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall Facility have been paid in full. Each prepayment ; (ii) if any repayment of the Term Eurodollar Loans made pursuant to this a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be immediately converted into Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided, that no repayment pursuant to Section 2.09(b4.02(A)(a) shall be applied ratably to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of the Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's RL Percentage of Revolving Loans then outstanding. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon Notwithstanding anything to the occurrence contrary contained in this Agreement, the Administrative Agent may, at any time and from time to time, without notice to the Borrower except as required by applicable Law: (i) apply funds deposited in the Letter of Credit Collateral Account pursuant to Section 9.16 or otherwise provided or applied hereunder to Cash Collateralize the Fronting Exposure of any of the events Fronting Banks (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation), to reimburse the applicable Fronting Banks in satisfaction of the applicable Defaulting Lender’s obligation to fund its participation in respect of Letter of Credit Obligations, including its obligation to fund its Pro Rata Share of any Unreimbursed Amounts with respect to any Letter of Credit; (ii) apply funds deposited in the Letter of Credit Collateral Account pursuant to Section 2.19(b) to reimburse the applicable Fronting Banks for any drawing on any Letter of Credit by the beneficiary thereunder; (iii) apply funds deposited in the Letter of Credit Collateral Account pursuant to Section 2.22(a) to reimburse the Fronting Banks for the Dollar Equivalent of any drawing on (x) any Alternative Currency Letter of Credit by the beneficiary thereunder and (y) any Letter of Credit denominated in Dollars issued against the Alternative Currency Commitments by the beneficiary thereunder; (iv) apply funds deposited in the Letter of Credit Collateral Account pursuant to Section 2.22(b) or Section 2.24(a)(ii) to reimburse the Fronting Banks for the Dollar Equivalent of any drawing on any Letter of Credit by the beneficiary thereunder; and (v) apply funds deposited in the Letter of Credit Collateral Account pursuant to Section 6.4, first, to (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Usage described in clauses (i) or clause (ii) of this Section 2.09(b)the definition thereof that are then due and payable, the amount of the required prepayment shall be applied firstsecond, to the prepayment of the Term Loans (and to the extent provided in reimburse the applicable Incremental AmendmentFronting Banks for any drawing on any Letter of Credit by the beneficiary thereunder and, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments)third, in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment6.5.

Application. Upon the occurrence of any of the events described in clauses (i) With respect to any payment, repayment or prepayment made pursuant to clause (a) or (iib) of this Section 2.09(b)above, the aggregate amount of the required such payment, repayment or prepayment shall be applied first, and allocated to (i) the prepayment of the Term outstanding principal amount of the Loans, (ii) the payment of accrued and unpaid interest on such principal amount being prepaid and (iii) the payment of any applicable Early Prepayment Fee and Exit Fee such that the full amount of the principal amount of the Loans (being prepaid, together with any accrued and to unpaid interest thereon and the extent provided Early Prepayment Fee and Exit Fee payable hereunder, shall be paid in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans full through such application and allocation of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts amount of such Loanspayment, and secondrepayment or prepayment. (ii) With respect to any other payment, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each or prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate outstanding principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (including, for the avoidance of doubt, such prepayments are to upon the maturity or following the acceleration thereof, whether from the proceeds of Collateral or otherwise), proceeds thereof shall be applied (i) pro rata to all payments due on in the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in following order of maturitypriority, with no payments proceeds being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates a succeeding level of priority only if amounts owing pursuant to the immediately preceding level of priority have been paid in fullfull in cash; provided that all such applications to Lenders shall be made in accordance with their respective Proportionate Shares: (A) first, to the payment of that portion of the Obligations payable to the Agent constituting fees, indemnities, costs, expenses, and other amounts then due and owing (including fees and disbursements and other charges of counsel payable under Section 14.03). Notwithstanding ; (B) second, to the foregoingpayment of that portion of the Obligations payable to the Lenders constituting fees (other than any Early Prepayment Fee and Exit Fee), indemnities, expenses, and other amounts then due and owing (including fees and disbursements and other charges of counsel payable under Section 14.03) ratably among them in proportion to the event respective amounts described in this clause (ii) payable to them; (C) third, to the payment of any Permitted First Lien Notes are outstandingaccrued and unpaid interest then due and owing; (D) fourth, to the payment of unpaid principal of the Loans; (E) fifth, to the payment of any Early Prepayment Fee and Exit Fee then due and payable; (F) sixth, to the payment in full of all other Obligations then due and payable to the Agent and the Lenders, ratably among them accordance with their respective Proportionate Shares, to the extent required by the indenture governing such Permitted First Lien NotesObligations are payable to them; and (G) seventh, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of Borrower or such Permitted First Lien Notes outstanding) other Persons as may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentrequired in accordance with Law.

Application. Upon the occurrence of any of the events described in clauses (i) or The amount of any optional prepayments described in Section 2.09(a) shall be applied to prepay Loans outstanding in order of amortization, in amounts and to Tranches, all as determined by Borrower. (ii) In addition to the foregoing, following the earlier of this Section 2.09(b)the ▇▇▇▇ Las Vegas Reorganization and the ▇▇▇▇ Massachusetts Project Opening Date and provided that (I) prior to the Initial Test Date, the amount Consolidated Senior Secured Net Leverage Ratio is less than 2.50 to 1.00 on a Pro Forma Basis (calculated assuming all amounts offered pursuant to this clause (b)(ii) were accepted as prepayment for the Loans and applied thereto) as of the required prepayment most recent Calculation Date and (II) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) (calculated assuming all amounts offered pursuant to this clause (b)(ii) were accepted as prepayment for the Loans and applied firstthereto) as of the most recent Calculation Date, Borrower shall have the right to elect to offer to prepay at par the Loans pro rata to the prepayment of Term Facility Loans, the Term Facility II Loans, the Extended Term Loans (and the Other Term Loans then outstanding and apply any amounts rejected for such prepayment to repurchase, prepay, redeem, retire, acquire, defease or cancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in Section 10.09 or 10.06, respectively. If Borrower makes such an election, it shall provide notice thereof to Administrative Agent, who shall promptly, and in any event within one Business Day of receipt, provide such notice to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full holders of the Term Loans. Any such notice shall specify the aggregate amount offered to prepay the Term Loans. Each holder of a Term Facility Loan, ▇▇▇ Term Facility II Loan, an Other Term Loan or an Extended Term Loan may elect, in its sole discretion, to reject such prepayment offer with respect to an amount equal to or less than (w) with respect to holders of Term Facility Loans, an amount equal to the repayment aggregate amount so offered to prepay Term Facility Loans times a fraction, the numerator of which is the principal amount of Term Facility Loans owed to such holder and the denominator of which is the principal amount of Term Facility Loans outstanding, (x) with respect to holders of Term Facility II Loans, an amount equal to the aggregate amount so offered to prepay Term Facility II Loans times a fraction, the numerator of which is the principal amount of Term Facility II Loans owed to such holder and the denominator of which is the principal amount of Term Facility II Loans outstanding, (y) with respect to holders of Other Term Loans, an amount equal to the aggregate amount so offered to prepay Other Term Loans times a fraction, the numerator of which is the principal amount of Other Term Loans owed to such holder and the denominator of which is the principal amount of Other Term Loans outstanding and (yz) with respect to holders of Extended Term Loans, an amount equal to the aggregate amount so offered to prepay Extended Term Loans times a fraction, the numerator of which is the principal amount of Extended Term Loans owed to such holder and the denominator of which is the principal amount of Extended Term Loans outstanding. Any rejection of such offer must be evidenced by written notice delivered to Administrative Agent within five Business Days of receipt of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such offer for prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply specifying an amount of such prepayment equal offer rejected by such holder, if any. Failure to the installments give such notice will constitute an election to accept such offer. Any portion of such prepayment offer so accepted will be used to prepay the Term Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required held by the indenture governing such Permitted First Lien Notes, a pro rata portion applicable holders within ten Business Days of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase receipt of the offer to prepay. Any portion of such prepayment rejected may be used by Borrower and its Restricted Subsidiaries to repurchase, prepay, redeem, retire, acquire, defease or paymentcancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in Section 10.09 or 10.06, respectively.

Application. Upon Except as otherwise provided in Section 7.02, prepayments and/or reductions of Commitments pursuant to this paragraph shall be applied as follows: first, ratably between the occurrence Classes of any Term Loans and the Series of Incremental Loans (if any) in accordance with the respective sums at such time of the events described in clauses (i) or (ii) of this Section 2.09(b), the aggregate amount of the required unused Term Loan Commitments of each Class (if any) and the unused Incremental Loan Commitments of each Series (if any) and the aggregate amount of the outstanding Term Loans of such Class (if any) and the aggregate amount of the outstanding Incremental Loans of such Series (if any), (A) with respect to Term Loans, (x) if such prepayment shall be applied first, to the prepayment and/or reduction of the Term Loans Loan Commitments is required to be made before the Term Loan Commitments of either Class have terminated, to reduce the aggregate amount of the Term Loan Commitments of such Class (and to the extent provided that, after giving effect to such reduction, the aggregate principal amount of the Term Loans of such Class would exceed the Term Loan Commitments of such Class, the Borrower shall prepay the Term Loans of such Class in an aggregate amount equal to such excess), and (y) if such prepayment and/or reduction of the Term Loan Commitments is required to be made after the Term Loan Commitments of either Class have terminated, to prepay the Term Loans of such Class, and (B) with respect to Incremental Loans of each Series, to prepay the Incremental Loans of such Series and reduce the aggregate amount of the Incremental Loan Commitments of such Series, as specified in the applicable Incremental Amendmentagreement establishing such Series pursuant to Section 2.01(d), to and second, after the payment in full of the Term Loans and the Incremental Term Loans (if any) on a basis that is not greater and the termination of the Term Loan Commitments and the Incremental Loan Commitments (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepaymentsif any), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such first, to prepay Swingline Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the prepay Revolving Credit Loans. Notwithstanding the foregoing, without if at the time of any prepayment or Commitment reduction of the Revolving Credit Commitments; provided thatdescribed in this paragraph there are any Tranche A Term Loans or Tranche A Term Loan Commitments outstanding, at its option exercised any Tranche B Term Lender may, by notice to the Borrower and the Administrative AgentAgent at least three Business Days before such prepayment or Commitment reduction, decline all or any portion (in a minimum amount at least equal to $1,000,000) of the prepayment or Commitment reduction, as the case may be, to which it would otherwise be entitled, in which case the portion of such prepayment or Commitment reduction, as the case of any prepayment by the Companymay be, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) so declined shall be applied ratably to the installments thereof prepayment of the Tranche A Term Loans and Incremental Loans, and/or to the reduction of the Tranche A Term Loan Commitments and Incremental Loan Commitments as set forth in clause first above. If any Tranche B Term Lender declines any prepayment of its Term Loans pursuant to the preceding sentence, then, notwithstanding Section 2.09(c), prepayments of the Tranche B Term Loans held by the non-declining Tranche B Term Lenders shall be applied to all outstanding Borrowings constituting such Tranche B Term Loans ratably in accordance with the respective aggregate principal amounts amortization of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentBorrowings.

Application. Upon (a) Each mandatory prepayment of Term Loans pursuant to Section 4.02(i)(b), (c) or (d) shall be applied to reduce the occurrence then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of any each such Scheduled Repayment). (b) With respect to each prepayment of Loans required by this Section 4.02, the events described in clauses Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant to which made; provided that (i) or the Borrower shall first so designate all Base Rate Loans and Eurodollar Loans with Interest Periods ending on the date of repayment prior to designating any other Eurodollar Loans; (ii) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be immediately converted into Base Rate Loans; and (iii) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. Notwithstanding the foregoing provisions of this Section 2.09(b4.02, if at any time the mandatory prepayment of Loans pursuant to Section 4.02(i)(b), the amount of the required prepayment shall be applied first(c) or (d) would result, after giving effect to the prepayment first sentence of the Term Loans this clause (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepaymentsb), in each case ratably in accordance with the respective then-outstanding aggregate amounts Borrower incurring breakage costs under Section 1.11 as a result of such Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (the "Affected Eurodollar Loans"), and secondthen the Borrower may, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised if it so elects by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect deposit a portion (up to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans 100%) of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall amounts that otherwise would have been paid in full. Each prepayment respect of the Term Affected Eurodollar Loans made with the Administrative Agent to be held pursuant to this Section 2.09(b) shall an escrow agreement to be applied ratably to the installments thereof entered into in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice form and substance satisfactory to the Administrative Agent, the relevant Borrower may elect to apply an amount of with such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are escrowed amounts to be applied released from such escrow (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding repay the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingLoans) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% upon each occurrence thereafter of the principal amount thereof plus accrued and unpaid interest last day of an Interest Period applicable to the relevant Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of purchase or paymenteach Interest Period to be the amount of the Loans to which such Interest Period applies (or, if less, the amount remaining in such escrow account).

Application. Upon the occurrence of any of the events described in clauses (i) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.15 or 9.02 in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swingline Loans, obligations to fund participations therein (including, as to Lender Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (ii) Notwithstanding anything to the contrary contained in this Agreement, if any Loan Party delivers Borrower Cash Collateral pursuant to Section 2.14(a) to cover Fronting Exposure attributable to a Defaulting Lender, (A) such Borrower Cash Collateral shall secure only the Borrower’s L/C Obligations and Obligations in respect of this Swingline Loans, as the case may be, and not any obligation of such Defaulting Lender and (B) in the event the Borrower fails to make timely payment of an Unreimbursed Amount in respect of a Letter of Credit or repay a Swingline Loan when due, or the Lenders are required to fund Loans under Section 2.09(b2.03(c)(ii) or Section 2.04(c)(i) in respect of any Unreimbursed Amount or Swingline Loan or to fund L/C Advances under Section 2.03(c)(iii) or participations in Swingline Loans under Section 2.04(c)(ii), the amount then, prior to any such funding by Revolving Lenders of the required prepayment Loans, L/C Advances or participations, such Borrower Cash Collateral shall be applied first, to the prepayment reimbursement or payment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans portion of such Borrower are entitled Unreimbursed Amount or Swingline Loan giving rise to participate in such prepaymentsFronting Exposure (which will then be deemed reimbursed or paid for all purposes hereof), in each case ratably in accordance with and the respective then-outstanding aggregate amounts of Revolving Lenders (other than such Defaulting Lender) will fund such Loans, and second, L/C Advances or participations in Swingline Loans in the case amounts reflecting their individual Applicable Percentages of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an original amount of such prepayment equal Unreimbursed Amount or Swingline Loan (after giving effect to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in fullSection 2.15(a)(iv). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment).

Application. Upon (a) Each mandatory repayment made after the occurrence AR Termination Date of any AR Loans pursuant to Section 4.02 (A) (other than pursuant to clause (a) or (b) thereof) shall be applied to reduce the Scheduled Repayments on a PRO RATA basis (based upon the then remaining outstanding principal amount of each such Scheduled Repayment). (b) With respect to each prepayment of Loans required by Section 4.02, the events described in clauses Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made, provided that (i) or (ii) of Eurodollar Loans may so be designated for prepayment pursuant to this Section 2.09(b), 4.02 only on the amount last day of the an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such Facility with Interest Periods ending on such date of required prepayment shall be applied first, and all Base Rate Loans made pursuant to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall Facility have been paid in full. Each ; (ii) if any prepayment of the Term Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; (iii) each prepayment of any AR Loans or Revolving Loans made by Non-Defaulting Banks pursuant to a Borrowing shall be applied ratably PRO RATA among such AR Loans or Revolving Loans, as the case may be; and (iv) each prepayment of any AR Loans or Revolving Loans made by Defaulting Banks pursuant to a Borrowing shall be applied PRO RATA among such AR Loans or Revolving Loans, as the case may be. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon Notwithstanding anything to the occurrence contrary contained in this Agreement, the Administrative Agent may, at any time and from time to time, without notice to the Borrower except as required by applicable law: (i) apply funds deposited in the Letter of Credit Collateral Account pursuant to Section 9.16 or otherwise provided or applied hereunder to Cash Collateralize the Fronting Exposure of any of the events Fronting Banks (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation), to reimburse the applicable Fronting Banks in satisfaction of the applicable Defaulting Lender’s obligation to fund its participation in respect of Letter of Credit Obligations, including its obligation to fund its Pro Rata Share of any Unreimbursed Amounts with respect to any Letter of Credit; (ii) apply funds deposited in the Letter of Credit Collateral Account pursuant to Section 2.19(b) to reimburse the applicable Fronting Banks for any drawing on any Letter of Credit by the beneficiary thereunder; (iii) apply funds deposited in the Letter of Credit Collateral Account pursuant to Section 2.22(a) to reimburse the Fronting Banks for the Dollar Equivalent Amount of any drawing on (x) any Alternate Currency Letter of Credit by the beneficiary thereunder and (y) any Letter of Credit denominated in Dollars issued against the Alternate Currency Commitments by the beneficiary thereunder; (iv) apply funds deposited in the Letter of Credit Collateral Account pursuant to Section 2.22(b) or Section 2.24(a)(ii) to reimburse the Fronting Banks for the Dollar Equivalent Amount of any drawing on any Letter of Credit by the beneficiary thereunder; and (v) apply funds deposited in the Letter of Credit Collateral Account pursuant to Section 6.4, first, to (x) amounts previously drawn on any Letter of Credit that have not been reimbursed by the Borrower and (y) any Letter of Credit Usage described in clauses (i) or clause (ii) of this Section 2.09(b)the definition thereof that are then due and payable, the amount of the required prepayment shall be applied firstsecond, to the prepayment of the Term Loans (and to the extent provided in reimburse the applicable Incremental AmendmentFronting Banks for any drawing on any Letter of Credit by the beneficiary thereunder and, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments)third, in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment6.5.

Application. Upon Subject to the occurrence of any terms of the events described Intercreditor Agreements, and except as otherwise provided in clauses (i) or (ii) of this Section 2.09(b)7.02, the amount of the required prepayment prepayments shall be applied as follows: first, to the prepayment of ratably between the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the each Series of Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding sums at such time of the aggregate amounts amount of such Loans, outstanding Term Loans and Incremental Term Loans (subject to the terms of any Incremental Term Loan Amendment providing for prepayment on a less than pro rata basis); second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without prepay Swingline Loans (with no corresponding permanent reduction of the Revolving Credit Commitments); provided thatthird, at its option exercised by notice to pay unreimbursed LC Disbursements then due hereunder, ratably among the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof parties entitled thereto in accordance with the respective aggregate principal amounts of unreimbursed LC Disbursements then due to such installments outstanding on the date of such prepaymentparties; provided thatand fourth, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such prepay Revolving Credit Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in fullcorresponding permanent reduction of the Revolving Credit Commitments). Notwithstanding the foregoing, in no Lender may decline any such mandatory prepayment to which it is otherwise entitled. Notwithstanding the event any Permitted First Lien Notes are outstandingforegoing, to the extent required by (and only for so long as) the indenture governing such Permitted First Lien Notes, a pro rata portion repatriation to the United States of the cash that would otherwise constitute Net Available Proceeds or Excess Cash Flow that the applicable Borrower must apply to prepay the Loans pursuant to Section 2.10(b)(i), (ii) or (iii), as applicable, (x) is prohibited or delayed by applicable local Law or the terms of any Casualty Event Subsidiary’s or Disposition joint venture’s organizational documents or (y) would, in GEO’s reasonable good-faith determination (as made in consultation with the Administrative Agent), result in material adverse Tax consequences to GEO or its Restricted Subsidiaries, then after the Borrowers’ use of commercially reasonable efforts to eliminate such delay or Tax consequences, the applicable Borrower may exclude the affected portion not to exceed of such Net Available Proceeds or Excess Cash Flow, as applicable, in calculating the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may Net Available Proceeds or Excess Cash Flow required to be applied to repurchase or repay such Permitted First Lien Notes at prepay the Loans. The Borrowers’ determinations pursuant to this paragraph shall be set forth in a price not reasonably detailed certificate of a Financial Officer of GEO delivered to exceed 100% of the principal amount thereof plus accrued and unpaid interest Administrative Agent prior to the date of purchase or paymentthe prepayment would otherwise be due.

Application. Upon the occurrence of any of the events described in clauses (i) or Each prepayment of the Loans pursuant to this Section 2.5 shall be applied to the outstanding amounts of Term Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Term Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.15. (ii) Each prepayment of the Revolving Loans and each Cash Collateral Deposit under this Section 2.09(b)2.5 shall be applied to permanently reduce the Aggregate Revolving Loan Commitment pro rata with respect to each of the scheduled reduction dates set forth in Section 2.1(e) remaining at such time. If, at any time, the amount of the required prepayment Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to the prepayment of the Term Loans (make a Cash Collateral Deposit and to the extent provided in the applicable Incremental Amendmentthereafter, to permanently reduce the Incremental Term Aggregate Revolving Loan Commitment by an amount equal to what such prepayment would have been under this Section 2.5 if Revolving Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on had been outstanding against which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from apply such prepayment, until all Incremental Term Loans of the Company . (other than the Incremental Term Loans of such Subsidiary Borroweriii) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the scheduled installments of such principal of the Term Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in inverse order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Such prepaid Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may not be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentreborrowed.

Application. Upon the occurrence of any of the events described in clauses (i) or The amount of any optional prepayments described in Section 2.09(a) shall be applied to prepay Loans outstanding in order of amortization, in amounts and to Tranches, all as determined by Borrower; provided that from the Amendment No. 3 Effective Date until the Non-Extended Revolving Maturity Date, all Revolving Loans shall be prepaid on a pro rata basis between the Non-Extended Revolving Facility and the Extended Revolving Facility; provided, further, that, at its discretion, the Borrower shall be permitted to prepay the Non-Extended Term A Facility Loans on a better than pro rata basis as compared to the Extended Term A Facility Loans. (ii) In addition to the foregoing, provided that Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) (calculated assuming all amounts offered pursuant to this clause (b)(ii) were accepted as prepayment for the Loans and applied thereto) as of this Section 2.09(b)the most recent Calculation Date, Borrower shall have the right to elect to offer to prepay at par the Loans pro rata to the Term A Facility Loans, the amount of New Term Loans, the required prepayment shall be applied first, to the prepayment of the Extended Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondthe Other Term Loans then outstanding and apply any amounts rejected for such prepayment to repurchase, prepay, redeem, retire, acquire, defease or cancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in Section 10.06 or 10.09, respectively. If ▇▇▇▇▇▇▇▇ makes such an election, it shall provide notice thereof to Administrative Agent, who shall promptly, and in any event within one Business Day of receipt, provide such notice to the case of the Company, after the prepayment in full holders of the Term Loans. Any such notice shall specify the aggregate amount offered to prepay the Term Loans. Each holder of a Term A Facility Loan, a New Term Loan, an Other Term Loan, or an Extended Term Loan may elect, in its sole discretion, to reject such prepayment offer with respect to an amount equal to or less than (w) with respect to holders of Term A Facility Loans, an amount equal to the repayment aggregate amount so offered to prepay Term A Facility Loans times a fraction, the numerator of which is the principal amount of Term A Facility Loans owed to such holder and the denominator of which is the principal amount of Term A Facility Loans outstanding, (w) with respect to holders of (x) New Term Loans, an amount equal to the aggregate amount so offered to prepay New Term Loans times a fraction, the numerator of which is the principal amount of New Term Loans owed to such holder and the denominator of which is the principal amount of New Term Loans outstanding, (y) Other Term Loans, an amount equal to the aggregate amount so offered to prepay Other Term Loans times a fraction, the numerator of which is the principal amount of Other Term Loans owed to such holder and the denominator of which is the principal amount of Other Term Loans outstanding, and (z) with respect to holders of Extended Term Loans, an amount equal to the aggregate amount so offered to prepay Extended Term Loans times a fraction, the numerator of which is the principal amount of Extended Term Loans owed to such holder and the denominator of which is the principal amount of Extended Term Loans outstanding. Any rejection of such offer must be evidenced by written notice delivered to Administrative Agent within five Business Days of receipt of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such offer for prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply specifying an amount of such prepayment equal offer rejected by such holder, if any. Failure to the installments give such notice will constitute an election to accept such offer. Any portion of such prepayment offer so accepted will be used to prepay the Term Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required held by the indenture governing such Permitted First Lien Notes, a pro rata portion applicable holders within ten Business Days of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase receipt of the offer to prepay. Any portion of such prepayment rejected may be used by Borrower and its Restricted Subsidiaries to repurchase, prepay, redeem, retire, acquire, defease or paymentcancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in Section 10.06 or 10.09, respectively.

Application. Upon the occurrence The amount of any of the events mandatory prepayments described in Section 2.10(a) shall be applied to prepay Loans as follows: (i) First, to the outstanding Term Loans in order of amortization, in amounts and to Tranches, all as directed by ▇▇▇▇▇▇▇▇; provided that mandatory prepayments may not be directed to a later maturing Class of Term Loans without at least pro rata repayment of any related earlier maturing Class of Term Loans; provided, further, that from the Amendment No. 3 Effective Date until the Non-Extended Term A Facility Maturity Date, all Term A Facility Loans shall be prepaid on a pro rata basis between the Non-Extended Term A Facility Loans and the Extended Term A Facility Loans; (ii) Second, after such time as no Term Loans or Permitted First Priority Refinancing Debt remain outstanding, to prepay all outstanding Revolving Loans (in each case, without any reduction in Revolving Commitments); provided, that from the Amendment No. 3 Effective Date until the Non-Extended Revolving Maturity Date, all Revolving Loans shall be prepaid on a pro rata basis between the Non-Extended Revolving Facility and the Extended Revolving Facility; and (iii) Third, after application of prepayments in accordance with clauses (i) or and (ii) of this Section 2.09(b)above, the amount of the required prepayment Borrower shall be applied firstpermitted to retain any such remaining excess. Notwithstanding the foregoing, any Lender holding Term Loans may elect, by written notice to Administrative Agent at least one (1) Business Day prior to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendmentdate, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans decline all or any portion of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts any prepayment of such Loans, and second, in the case of the Company, after the prepayment in full of the its Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) 2.10. Any such amounts rejected by such Lenders shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of retained by Borrower (any such installments outstanding on the date of such prepayment; provided thatretained amounts, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full“Declined Amounts”). Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of SOFR Loans on the last day of the principal amount thereof plus accrued and unpaid then next-expiring Interest Period for SOFR Loans (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon the occurrence (a) Each mandatory repayment of any of the events described in clauses Term Loans required to be made pursuant to Section 3.02(A) shall be applied (i) in the case of any mandatory repayment required pursuant to Section 3.02(A)(d) or (ii) of this Section 2.09(bg), the amount of the required prepayment shall be applied first, to the ----- outstanding B Term Loans, if any, in an amount equal to the lesser of the amount of such prepayment and the then outstanding principal amount of B Term Loans and, second, commencing on the first anniversary of the Closing Date, if the ------ amount of such repayment exceeds the then outstanding principal amount of B Term Loans, if any, to the outstanding C Term Loans, if any, (ii) in the case of any mandatory repayment required pursuant to Section 3.02(A)(c),(e) or (f), to the outstanding B Term Loans, if any, in an amount equal to the B TF Percentage of such prepayment and to the outstanding C Term Loans, if any, in an amount equal to the C TF Percentage of such prepayment and (iii) to reduce pro rata the then --- ---- remaining Scheduled Repayments of the respective Facility. (b) With respect to each prepayment of the Loans required by Section 3.02(A), (other than C Term Loans (and Loans-Fixed Rate to the extent provided in the applicable Incremental Amendment, to the Incremental relevant C Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepaymentsNote-Fixed Rate), in each case ratably in accordance with the respective then-outstanding aggregate amounts Borrower may designate the Types of such Loans, Loans which are to be prepaid and second, in the case of specific Borrowing(s) under the Company, after the prepayment in full of the Term Loans, affected Facility pursuant to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; which made provided that, at its option exercised by notice to the Administrative Agent, in the case of that (i) if any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term -------- Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; (ii) each prepayment of any Loans under a Facility shall be applied ratably pro rata among such Loans; and (iii) except for the --- ---- differing treatments of Defaulting Lenders and Non-Defaulting Lenders as expressly provided in Section 3.02(A)(a), each prepayment of any Eurodollar Loans made pursuant to a Borrowing shall be applied pro rata among such --- ---- Eurodollar Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon the occurrence of any of the events described in clauses (i) or The amount of any optional prepayments described in Section 2.09(a) shall be applied to prepay Loans outstanding in order of amortization, in amounts and to Tranches, all as determined by Borrower. (ii) In addition to the foregoing, following the earlier of this Section 2.09(b)the ▇▇▇▇ Las Vegas Reorganization and the ▇▇▇▇ Massachusetts Project Opening Date and provided that (I) prior to the Initial Test Date, the amount Consolidated Senior Secured Net Leverage Ratio is less than 2.50 to 1.00 on a Pro Forma Basis (calculated assuming all amounts offered pursuant to this clause (b)(ii) were accepted as prepayment for the Loans and applied thereto) as of the required prepayment most recent Calculation Date and (II) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) (calculated assuming all amounts offered pursuant to this clause (b)(ii) were accepted as prepayment for the Loans and applied firstthereto) as of the most recent Calculation Date, Borrower shall have the right to elect to offer to prepay at par the Loans pro rata to the prepayment of Term Facility Loans, the Extended Term Loans (and the Other Term Loans then outstanding and apply any amounts rejected for such prepayment to repurchase, prepay, redeem, retire, acquire, defease or cancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in Section 10.09 or 10.06, respectively. If Borrower makes such an election, it shall provide notice thereof to Administrative Agent, who shall promptly, and in any event within one Business Day of receipt, provide such notice to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full holders of the Term Loans. Any such notice shall specify the aggregate amount offered to prepay the Term Loans. Each holder of a Term Facility Loan, an Other Term Loan or an Extended Term Loan may elect, in its sole discretion, to reject such prepayment offer with respect to an amount equal to or less than (w) with respect to holders of Term Facility Loans, an amount equal to the repayment aggregate amount so offered to prepay Term Facility Loans times a fraction, the numerator of which is the principal amount of Term Facility Loans owed to such holder and the denominator of which is the principal amount of Term Facility Loans outstanding, (x) with respect to holders of Other Term Loans, an amount equal to the aggregate amount so offered to prepay Other Term Loans times a fraction, the numerator of which is the principal amount of Other Term Loans owed to such holder and the denominator of which is the principal amount of Other Term Loans outstanding and (y) with respect to holders of Extended Term Loans, an amount equal to the aggregate amount so offered to prepay Extended Term Loans times a fraction, the numerator of which is the principal amount of Extended Term Loans owed to such holder and the denominator of which is the principal amount of Extended Term Loans outstanding. Any rejection of such offer must be evidenced by written notice delivered to Administrative Agent within five Business Days of receipt of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such offer for prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply specifying an amount of such prepayment equal offer rejected by such holder, if any. Failure to the installments give such notice will constitute an election to accept such offer. Any portion of such prepayment offer so accepted will be used to prepay the Term Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required held by the indenture governing such Permitted First Lien Notes, a pro rata portion applicable holders within ten Business Days of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase receipt of the offer to prepay. Any portion of such prepayment rejected may be used by Borrower and its Restricted Subsidiaries to repurchase, prepay, redeem, retire, acquire, defease or paymentcancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in Section 10.09 or 10.06, respectively.

Application. Upon the occurrence of any Amounts prepaid shall be applied as set forth in this Section. (a) Subject to clause (b), each prepayment or repayment of the events described in clauses principal of the Loans shall be applied, to the extent of such prepayment or repayment, first, to the principal amount thereof being maintained as Base Rate Loans, and second, to the principal amount thereof being maintained as LIBO Rate Loans; provided that prepayments of LIBO Rate Loans made pursuant to Section 3.1, if not made on the last day of the Interest Period with respect thereto, shall be (i) prepaid subject to the provisions of Section 4.4 (together with a payment of all accrued interest) or (ii) upon the written request of this Section 2.09(bthe Borrower, so long as no Default or Event of Default has occurred and is continuing, the last day of the relevant Interest Period so long as the funds representing such prepayment are deposited with the Administrative Agent pursuant to arrangements and documentation in form and substance reasonably satisfactory to the Administrative Agent. (b) Each prepayment of Loans made pursuant to clause (c), the amount (d), (e), (f), and (g) of the required prepayment Section 3.1 shall be applied (i) first, to the mandatory prepayment of the outstanding principal amount of all Term Loans (with the amount of such prepayment of the Term Loans (and being applied in inverse order to the extent provided in the applicable Incremental Amendmentall remaining amortization payments of each Term Loan, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then pro rata among all such outstanding Term Loans of such Borrower are entitled to participate in such prepaymentsLoans), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full, and except that with respect to the amount of any such prepayment that is allocated to the then outstanding Term B Loans and Incremental Term Loans, each such Term B Loan Lender and Incremental Term Loan Lender shall have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent (such written notice to be delivered to the Borrower upon request) within five Business Days after such Term B Loan Lender’s or such Incremental Term Loan Lender’s receipt of notice from the Administrative Agent of such prepayment, (ii) second, after all Term Loans have been prepaid, to the mandatory prepayment of the outstanding principal of all Revolving Loans, (iii) third, after all Revolving Loans have been prepaid, to the mandatory prepayment of all Swing Line Loans and (iv) fourth, after all Revolving Loans and Swing Line Loans have been prepaid, to cash collateralize all outstanding Letters of Credit. Each If the Term Loan Lenders shall have refused to accept prepayment of the Term Loans made pursuant to this Section 2.09(b) hereunder, then amounts not accepted shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required retained by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentBorrower.

Application. Upon The Borrower shall have the occurrence right at any time to cause voluntary prepayments pursuant to subsection (a) of any of this Section to be applied to prepay the events described Loans, and such prepayment shall be applied ratably among the Lenders in clauses (i) or through (iiiii) below in proportion to their respective Commitments (with no reduction to the Commitments). Subject to the preceding sentence and subject to the prepayment made pursuant to subsections (b)(iii) and (iv) of this Section 2.09(bbeing applied in accordance with such subsections (with no reduction to the Commitments), in the event of any optional prepayment of Borrowings pursuant to subsection (a) of this Section, or any mandatory prepayment of Loans pursuant to subsection (b) of this Section, the proceeds shall be applied as follows: (i) first, to the extent that a repayment of Swing Loans shall at such time be required pursuant to the last sentence of Section 2.10(a), to the repayment of Swing Loans, but only to such extent (with no reduction in the Commitments); (ii) second, to the extent that Revolving Credit Exposure shall at such time exceed the total Revolving Credit Commitments, such prepayment shall be applied to the repayment of Revolving Credit Loans to be shared and applied ratably among the Revolving Credit Lenders in proportion to their respective Revolving Credit Commitments (with no reduction to the Commitments); and (iii) third, (A) the amount of the required any optional prepayment shall be applied first, to the repayment of Swing Loans and, second, to the repayment of Revolving Credit Loans, and (B) the amount of any mandatory prepayment shall be applied first, to the repayment of Swing Loans and, second, to the repayment of Revolving Credit Loans and, third, to provide cover for LC Exposure, and, in the case of mandatory prepayment pursuant to subsections (b)(i) and (ii), to the simultaneous permanent reduction of the Term Loans Revolving Credit Commitments (and but only to the extent provided in of the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans amount of such Borrower are entitled to participate in such prepaymentsprepayment and cover for LC Exposure), in each case to be shared and applied ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of among the Revolving Credit Loans, without reduction of the Lenders in proportion to their respective Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.

Application. Upon the occurrence (a) Each mandatory repayment of any of the events described in clauses Term Loans required to be made pursuant to Sections 4.2(A)(e), (if), (g) or (iih) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit then remaining applicable Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment). (b) With respect to each prepayment of Loans required by Section 4.2, the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made, provided that (i) the Borrower shall first so -------- designate all Base Rate Loans and Eurodollar Loans with Interest Periods ending on the date of repayment prior to designating any other Eurodollar Loans and (ii) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. If the Borrower is --- ---- required by this Section 4.2 (other than pursuant to Sections 4.2(A)(c) or (d)) to repay any Eurodollar Loans and such prepayment will result in the Borrower being required to pay breakage costs under Section 1.11 (any such Eurodollar Loans, without reduction of "Affected Loans"), the Revolving Credit Commitments; provided thatBorrower may elect, at its option exercised by notice to the Administrative Agent, in to have the case provisions of the following sentence be applicable. At the time any prepayment by the CompanyAffected Loans are otherwise required to be prepaid, the Company Borrower may elect to exclude deposit 100% (or such lesser percentage elected by the Incremental Borrower) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to the relevant Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of the relevant Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account). In the absence of a designation and/or election by the Borrower as described in the preceding sentences, the Agent shall, subject to the first sentence of this paragraph, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. (c) Subject to the provisions of Section 4.2(B)(e), each prepayment of Term Loans required by Section 4.2(A) (e), (f), (g) and (h) shall be allocated pro rata between the Tranche A Term Loans and --- ---- the Tranche B Term Loans based upon the respective outstanding principal amounts thereof. Each such prepayment shall be further allocated pro --- rata between the Initial Term Loans and the Additional Term Loans in ---- the applicable Tranche based upon the respective outstanding principal amounts thereof. (d) If the Term Loans shall have been prepaid in full, then, on each occasion that a mandatory prepayment under Sections 4.2(A)(e), (f), (g) or (h) would have been required if Term Loans were outstanding, the Revolving Commitments shall be reduced by the amount of the prepayment that would have been so required. (e) Any Lender holding Tranche B Term Loans may, to the extent Tranche A Term Loans are outstanding, elect on not less than one Business Day's prior written notice to the Agent with respect to any Subsidiary Borrower from optional prepayment made pursuant to Section 4.1 or any mandatory prepayment made pursuant to Section 4.2(A)(e), (f), (g) and (h) not to have such prepayment, prepayment applied to such Lender's Tranche B Term Loans until all Incremental Tranche A Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of full in which case the Term Loans made pursuant to this Section 2.09(b) amount not so applied shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of prepay Tranche A Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentLoans.

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses Section 2.10(a) shall be applied to prepay Loans as follows: (i) or First, an amount equal to the Term Facility II Proportion of any such payment shall be applied to prepay the Term Facility II Loans; provided that, each such prepayment shall, subject to the last paragraph of this Section 2.10(b), be applied to such Term Facility II Loans that are ABR Loans to the fullest extent thereof before application to Term Facility II Loans that are LIBOR Loans, and such prepayments of LIBOR Loans shall be applied in a manner that minimizes the amount of any payments required to be made by Borrower pursuant to Section 5.05; (ii) of this Section 2.09(b), the amount of the required prepayment shall be applied first(i) FirstSecond, to the prepayment reduction of Amortization Payments on the Term Loans (required by Sections 3.01(b) and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any3.01(c) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondand, in the case of the Company, after the prepayment in full of the Term LoansFacilities, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the remaining principal installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates respect thereto in direct order of maturity over the next succeeding four (for 4) quarterly installments and, thereafter, on a pro rata basis; provided that, each such prepayment shall, subject to the avoidance last paragraph of doubtthis Section 2.10(b), be applied to such Term Loans that are ABR Loans to the fullest extent thereof before application to Term Loans that are LIBOR Loans, and such prepayments are of LIBOR Loans shall be applied in a manner that minimizes the amount of any payments required to be applied made by Borrower pursuant to Section 5.05; (iii) (ii) SecondThird, after such time as no Term Loans or Permitted First Priority Refinancing Debt remain outstanding, to prepay all outstanding Revolving Loans (in each case, without any reduction in Revolving Commitments); and (iv) (iii) ThirdFourth, after application of prepayments in accordance with clauses (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata above, Borrower shall be permitted to retain any such remaining excess. Notwithstanding the foregoing, any Term Facility Lender or Term Facility II Lender may elect, by written notice to Administrative Agent at least one (1) Business Day prior to the prepayment date, to decline all payments due on each subsequent amortization date or any portion of any prepayment of its Term Loans, pursuant to this Section 2.10, in order which case the aggregate amount of maturity, with no payments being the prepayment that would have been applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in fullprepay such Term Loans, but was so declined shall be ratably offered to each Term Facility Lender and Term Facility II Lender that initially accepted such prepayment. Any such re-offered amounts rejected by such Lenders shall be retained by Borrower (any such retained amounts, “Declined Amounts”). Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid then next-expiring Interest Period for LIBOR Loans (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon (a) All repayments of Term Loans shall be applied to reduce the occurrence then remaining Scheduled Repayments pro rata based on the then remaining Scheduled --- ---- Repayments. (b) With respect to each repayment of any Loans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be repaid and the events described in clauses specific Borrowing(s) under the affected Facility pursuant to which made; provided, that (i) or (ii) of Euro dollar Loans made pursuant to a specific Facility may be -------- designated for repayment pursuant to this Section 2.09(b), 4.02 only on the amount last day of the an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such Facility with Interest Periods ending on such date of required prepayment shall be applied first, and all Base Rate Loans made pursuant to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall Facility have been paid in full. Each prepayment ; (ii) if any repayment of the Term Eurodollar Loans made pursuant to this a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be immediately converted into Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; --- ---- provided, that no repayment pursuant to Section 2.09(b4.02(A)(a) shall be applied ratably to -------- any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of the Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's RL Percentage of Revolving Loans then outstanding. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon the occurrence of any of the events described in clauses All payments not relating to amounts due on Loans (iincluding interest) or (ii) specific fees, and all proceeds of this Section 2.09(b), the amount Accounts or other Collateral received and applied by Administrative Agent during any time when no Event of the required prepayment Default has occurred and is continuing shall be applied applied, first, to pay to Administrative Agent and/or Lenders any Lender Expenses then due; second, to interest due and payable on any outstanding Swing Loans; third, to interest due and payable on the prepayment Revolving Loans; fourth, to interest due and payable on the Term RE Loan; fifth, to principal of the Swing Loans and the Revolving Loans; sixth, to principal due and payable on the Term Loans (and to the extent provided in the applicable Incremental AmendmentRE Loan, if any; seventh, to the Incremental Term payment of any other outstanding Obligations then due and payable, in such manner and order as Administrative Agent determines in its discretion; eighth, to the Borrowers by deposit in the Designated Account. At any time that an Event of Default has occurred and is continuing, all payments and collections received by Administrative Agent and all proceeds of Collateral, shall be applied, first, to pay to Administrative Agent and/or Lenders any Lender Expenses then due; second, to interest due and payable on any outstanding Swing Loans; third, to interest due and payable in respect of the remaining Obligations; fourth, to pay or prepay principal of the Loans (if any) on a basis that is not greater (on a proportionate basis) than including the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepaymentsSwing Loans), in each case ratably such manner and order as Administrative Agent determines in accordance with the respective then-outstanding aggregate amounts of such Loans, its discretion; and second, in the case of the Company, after the prepayment in full of the Term Loansfifth, to the repayment payment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agentany other Obligations, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) manner and order as Administrative Agent determines in its discretion. Administrative Agent shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingcontinuing right, to the fullest extent required permitted by the indenture governing such Permitted First Lien NotesApplicable Law, a pro rata portion of the Net Available Proceeds of to apply and reverse and reapply any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding application, subject to the aggregate principal amount terms of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.this Agreement. LOAN AND SECURITY AGREEMENT - Page 37 DAL 79531933v13

Application. Upon With respect to each prepayment of Loans required by Section 4.02, the occurrence Borrower may designate the Types of any of Loans which are to be prepaid and the events described in clauses specific Borrowing(s) under the affected Facility pursuant to which made, provided that (i) or (ii) of Eurodollar Loans may so be designated for prepayment pursuant -------- to this Section 2.09(b), 4.02 only on the amount last day of the an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such Facility with Interest Periods ending on such date of required prepayment shall be applied first, and all Base Rate Loans made pursuant to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall Facility have been paid in full. Each ; (ii) if any prepayment of the Term Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; (iii) each prepayment of any Revolving Loans made by Non-Defaulting Lenders pursuant to a Borrowing shall be applied ratably pro rata --- ---- among the Lenders which made such Revolving Loans; and (iv) each prepayment of any Revolving Loans made by Defaulting Lenders pursuant to a Borrowing shall be applied pro rata among the Defaulting Lenders which made such Revolving Loans. --- ---- In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon the occurrence (a) Each mandatory prepayment of any of the events described in clauses Term Loans pursuant to Section 3.03(i)(b), (ic), (d) or (iie) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to reduce the prepayment then remaining Scheduled Repayments either in inverse order of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) maturity or on a pro rata basis that is not greater (on a proportionate basis) than based upon the basis on which the other then outstanding Term Loans remaining principal amount of each such Borrower are entitled to participate in such prepaymentsScheduled Repayment), in each case ratably as the Borrower may direct in accordance its sole discretion. (b) With respect to each prepayment of Loans required by this Section 3.03 but without limiting the required order of application set forth in Section 3.03(ii)(a), the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant to which made; provided that (i) the Borrower shall first so designate all Base Rate Loans and Eurodollar Loans with Interest Periods ending on the respective then-date of repayment prior to designating any other Eurodollar Loans; (ii) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding aggregate amounts Loans made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall be immediately converted into Base Rate Loans; and (iii) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, and secondthe Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.12. Notwithstanding the foregoing provisions of this Section 3.03, if at any time the mandatory prepayment of Term Loans pursuant to Section 3.03(i)(b), (c), (d) or (e) would result, after giving effect to the first sentence of this clause (b), in the case Borrower incurring breakage costs under Section 1.12 as a result of Eurodollar Loans being repaid other than on the Companylast day of an Interest Period applicable thereto (the "Affected Eurodollar Loans"), after then the prepayment in full of the Term LoansBorrower may, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised if it so elects by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect Cash Collateralize a portion (up to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans 100%) of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall amounts that otherwise would have been paid in full. Each prepayment respect of the Term Affected Eurodollar Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice Administrative Agent to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (be held as security for the avoidance obligations of doubtthe Borrower hereunder, with such prepayments are Cash Collateral to be applied released (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding repay the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingLoans) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% upon each occurrence thereafter of the principal amount thereof plus accrued and unpaid interest last day of an Interest Period applicable to the relevant Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of purchase or paymenteach Interest Period to be the amount of the Loans to which such Interest Period applies (or, if less, the amount of the remaining Cash Collateral).

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses Section 2.10(a) shall be applied to repay Loans and/or reduce Commitments as follows: (i) or (ii) of this Section 2.09(b)FIRST, the amount of the required prepayment shall be applied firstto the reduction of Amortization Payments on the Term Loans required by Section 3.01(b) PRO RATA among the Term Facilities based upon the remaining unpaid amounts thereof; PROVIDED, HOWEVER, that notwithstanding the foregoing (A) the first $300.0 million of Net Available Proceeds of any Debt Issuance or Equity Issuance shall be applied first to the outstanding Capital Markets Facility Loans, (B) the first $200.0 million of any Net Available Proceeds pursuant to a Permitted Receivables Transaction shall be applied to the Term A Facility if consummated within six months of the Closing Date, and (C) the amount required by Section 2.10(a)(iii)(B) and up to an aggregate since the Closing Date of $25.0 million of any amount required by Section 2.10(a)(iii)(A) may, at the sole election of Borrower, be applied solely to the Term C Facility Loans if applied within five business days of the Closing Date; with any application (I) to the Term A Facility to be applied PRO RATA to the remaining Amortization Payments thereof based on the remaining unpaid amounts thereof and (II) to each of the other Term Facilities to be applied in inverse order of maturity to the remaining Amortization Payments thereof. Notwithstanding the foregoing, any holder of Term B Facility Loans or Term C Facility Loans may, at its sole discretion, so long as any Term A Facility Loans are then outstanding (after giving effect to the application of such required prepayment to the Term A Facility Loans), elect by written notice provided to Administrative Agent not to have all or any amount of any such required prepayments applied to such holder's Term B Facility Loans or Term C Facility Loans, as the case may be, in which case the aggregate amount so declined shall be applied to the Term A Facility Loans PRO RATA to the remaining Amortization Payments thereof; PROVIDED, HOWEVER, that (1) to the extent that the aggregate principal amount of the Term A Facility Loans after giving effect to such mandatory prepayment is less than the aggregate amount so declined by the holders of the Term B Facility Loans and Term C Facility Loans, the excess shall be allocated between the declining holders of the Term B Facility Loans and Term C Facility Loans PRO RATA based on the aggregate amount declined by each such holder; and (2) in connection with any Permitted Receivables Transaction or issuance of Unsecured Notes, the election to decline permitted by this sentence shall not be available if such Permitted Receivables Transaction or Debt Issuance occurs within six months of the Closing Date. (ii) SECOND, after such time as no Term Loans remain outstanding, the Revolving Commitments shall be permanently reduced PRO RATA in an amount equal to the remaining amount of any such required prepayment that would have been applied to the Term Loans (at the same time that the prepayment of the Term Loans (would have been made and assuming an unlimited amount thereof then outstanding) and to the extent provided that, after giving effect to such reduction, the aggregate principal amount of Revolving Loans, PLUS the aggregate principal amount of Swing Loans, PLUS the aggregate amount of all L/C Liabilities would exceed the Revolving Commitments, Borrower shall, FIRST, prepay outstanding Swing Loans and SECOND, prepay outstanding Revolving Loans and, THIRD, provide cover for L/C Liabilities as specified in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepaymentsSection 2.10(d), in each case ratably an aggregate amount equal to such excess. (iii) THIRD, after application of prepayments in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied clauses (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata above, Borrower shall be permitted to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full)retain any such remaining excess. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower in its sole discretion, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid then next-expiring Interest Period for LIBOR Loans (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon the occurrence of any of the events described in clauses (i) or (ii) of this Amounts prepaid pursuant to Section 2.09(b), the amount of the required prepayment 3.1.1 shall be applied as set forth in this Section. (a) Subject to clause (b), each prepayment or repayment of the principal of the Loans shall be applied, to the extent of such prepayment or repayment, first, to the principal amount thereof being maintained as Base Rate Loans, and second, subject to the terms of Section 4.4, to the principal amount thereof being maintained as LIBO Rate Loans. (b) Each prepayment of Loans made pursuant to clause (a) of Section 3.1.1 shall be applied to the remaining amortization payments for the Term Loans, or the outstanding Revolving Loans, in such amounts as the Borrower shall determine. Each prepayment of the Loans made pursuant to clauses (d), (e), (f) and (g) of Section 3.1.1 shall be applied (i) first, pro rata to a prepayment of the outstanding principal amount of all Term Loans (with the amount of such prepayment of the Term Loans being applied (and x) to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full remaining amortization payments of the Term LoansLoans during the twelve-month period immediately following such prepayment, in direct order thereof, and (y) to such remaining payments scheduled thereafter pro rata thereto) and (ii) second, once all Term Loans have been repaid in full, pro rata to the repayment of the any outstanding Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice subject to the Administrative Agent, terms set forth in the case immediately succeeding clause (c), each Term Loan Lender entitled to receive any mandatory prepayment of its Loans under this clause may waive its right to receive any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such mandatory prepayment, until all Incremental and the aggregate amount of such prepayments so waived shall be offered to the Term Loans Loan Lenders that did not waive their rights to such prepayments for application in accordance with this clause. In no event shall prepayments of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this clauses (d), (e), (f) or (g) of Section 2.09(b) shall 3.1.1 be applied ratably to the installments thereof in accordance with reduction of the respective aggregate principal amounts Synthetic Facility Availability Amount. (c) So long as the Administrative Agent has received prior written notice from the Borrower of a mandatory prepayment that may be waived by the Term Loan Lenders pursuant to the immediately preceding clause (b), the Administrative Agent shall provide notice of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice mandatory prepayment to the Term Loan Lenders. Unless the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoingAgent shall otherwise so provide, in the event any Permitted First Lien Notes are outstanding, a Term Loan Lender does not notify the Administrative Agent in writing of its waiver of the right to the extent required by the indenture governing such Permitted First Lien Notes, a receive (i) its pro rata portion share of such mandatory prepayment; and (ii) its pro rata share (such pro rata share to be based on the Net Available Proceeds percentage obtained by dividing the principal amount of any Casualty Event or Disposition (with Term Loans held immediately prior to such portion not to exceed the ratio of mandatory prepayment by such Term Loan Lender by the aggregate principal amount of Term Loans outstanding held immediately prior to such mandatory prepayments by the aggregate principal amount Term Loan Lenders that do not waive their right to receive a portion of the mandatory prepayment described in this clause) of any portion (if any) of such Permitted First Lien Notes outstanding) mandatory prepayment that may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.waived by Term Loan Lenders,

Application. Upon Prepayments and reductions of Commitments described in the occurrence above clauses of any of the events described this Section 2.12 (other than in clauses (a) and (b) above) shall be effected as follows: (i) or (ii) of this Section 2.09(b)first, the amount of the required any such prepayment shall be applied firstto the Term Loans allocated (x) in the case of any prepayment pursuant to clauses (c), (d), (e) or (f) above to the installments thereof in the inverse order of the maturity and (y) in the case of any prepayment pursuant to clause (g) above, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendmentremaining installments thereof, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate principal amounts of such Loans, and thereof; (ii) second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of Commitments shall be automatically reduced by an amount equal to any excess over the Revolving Credit Commitments; provided that, at its option exercised by notice amount referred to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied foregoing clause (i) pro rata to all payments due on the first subsequent amortization date, (and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing that, after giving effect to such Permitted First Lien Notesreduction, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Revolving Credit Loans outstanding to and Money Market Loans, together with the aggregate principal amount of all Letter of Credit Liabilities in respect of Revolving Letters of Credit would exceed the Revolving Credit Commitments, the Company shall, first, prepay Revolving Credit Loans, second, prepay Money Market Loans and, third Credit Agreement provide cover for Letter of Credit Liabilities in respect of Revolving Letters of Credit as specified in clause (h) below, in an aggregate amount equal to such Permitted First Lien Notes outstandingexcess); and (iii) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% third, if after payment in full of the principal amount thereof plus accrued of and unpaid interest on the Term Loans and Revolving Credit Loans (and (A) the reduction to zero of the date Revolving Credit Commitments as provided in clauses (i) and (ii) above and (B) the provision for cover for Letter of purchase or paymentCredit Liabilities in respect of Revolving Letters as provided in clause (ii) above) the Barton Letter of Credit shall be outstanding, such required prepayment shall be used to provide cover for Letter of ▇▇▇▇it Liabilities in respect of the Barton Letter of Credit as specified in clause (h) below.

Application. Upon the occurrence of any of the events described in clauses Prepayments pursuant to this Section 2.11(b) (i) or other than clause (iivii) of this Section 2.09(b2.11(b)) shall be applied as follows: (1) First, to prepay the Tranche A Term Loans, and (2) Second, after the payment in full in cash of all Tranche A Term Loans, ratably to the Swingline Loans and the unreimbursed LC Disbursements; (3) Third, after the payment in full in cash of all Tranche A Term Loans, all Swingline Loans and all unreimbursed LC Disbursements, ratably to the outstanding Revolving Loans; (4) Fourth, after the payment in full in cash of all Tranche A Term Loans, all Swingline Loans, all unreimbursed LC Disbursement and all outstanding Revolving Loans, to provide cover for LC Exposure as specified in Section 2.06(j); and (5) Fifth, prepayments made pursuant to Section 2.11(b)(iii), after the payment in full in cash of all Tranche A Term Loans, all Swingline Loans, all unreimbursed LC Disbursements and all outstanding Revolving Loans, and after providing cover for LC Exposure as specified in Section 2.06(j), shall be applied to reduce the aggregate amount of the required prepayment shall be applied first, to the prepayment of the Term Loans Revolving Commitments (and to the extent provided in that, after giving effect to such reduction, the applicable Incremental Amendmenttotal Revolving Credit Exposure would exceed the Revolving Commitments, to the Incremental Term Borrower shall first, prepay Swingline Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments)and reimbursed LC Disbursement ratably, in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, prepay Revolving Loan and third, provide cover for LC Exposure as specified in the case of the Company, after the prepayment Section 2.06(j) in full of the Term Loans, an aggregate amount equal to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in fullexcess). Each such prepayment of the Tranche A Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in inverse order of maturity; provided, with that so long as no payments being Event of Default has occurred and is continuing, the Borrower may elect, at the Borrower’s option, to have such prepayment applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion then next succeeding four consecutive installments of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentratably.

Application. Upon (a) Each mandatory repayment of Term Loans required to be made pursuant to Section 4.02(A) (other than pursuant to clause (b) thereof) shall reduce the occurrence next Scheduled Repayment to the extent thereof and then each other remaining Scheduled Repayments on a pro rata basis (based upon the then --- ---- remaining principal amount of any each such Scheduled Repayment). (b) With respect to each prepayment of Loans required by Section 4.02, the events described in clauses Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made, provided that (i) or (ii) of Eurodollar Loans may so be designated for prepayment pursuant to this Section 2.09(b), 4.02 only on the amount last day of the an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such Facility with Interest Periods ending on such date of required prepayment shall be applied first, and all Base Rate Loans made pursuant to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall Facility have been paid in full. Each ; (ii) if any prepayment of the Term Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; (iii) each prepayment of any Revolving Loans made by Non- Defaulting Lenders pursuant to a Borrowing shall be applied ratably pro rata among such --- ---- Revolving Loans; and (iv) each prepayment of any Revolving Loans made by Defaulting Lenders pursuant to a Borrowing shall be applied pro rata among such --- ---- Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses Section 2.10(a) shall be applied to prepay Loans and/or reduce Commitments as follows: (i) or (ii) of this Section 2.09(b)First, the amount of the required prepayment shall be applied firstto the Term B Facility Loans pro rata to the remaining scheduled amortization payments in respect thereof. (ii) Second, after such time as the Term B Facility Loans are no longer outstanding, the Revolving Loans shall be repaid in an amount equal to the remaining amount of any such required prepayment that would have been applied to the Term B Facility Loans (at the same time that the prepayment of the Term B Facility Loans would have been made and assuming an unlimited amount thereof then outstanding). (and to the extent provided in the applicable Incremental Amendmentiii) Third, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans after application of such Borrower are entitled to participate in such prepayments), in each case ratably prepayments in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied clauses (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata above, Borrower shall be permitted to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full)retain any such remaining excess. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Designated Deposit Accounts and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid then next-expiring Interest Period for LIBOR Loans (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Designated Deposit Accounts, interest shall continue to accrue on such Loans until prepayment.

Application. Upon (a) With respect to each repayment of Loans required by this Section 4.02, the occurrence Borrowers may designate the Types of any of Loans which are to be repaid and the events described in clauses specific Borrowing(s) pursuant to which made; provided that (i) or if any -------- payment to be made under Section 4.02(A) on account of Eurodollar Loans would be made other than on the last day of an Interest Period applicable to such Eurodollar Loan, the Borrower which is making such prepayment shall compensate the Banks in accordance with Section 1.11; (ii) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the any repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Eurodollar Loans made pursuant to this a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be immediately converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided that no repayment pursuant --- ---- -------- to Section 2.09(b4.02(A)(a) shall be applied ratably to any Revolving Loans of a Defaulting Bank. In the absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition minimize breakage costs owing under Section 1.11. (b) All prepayments under this Section 4 shall be made together with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentsuch prepayment on the principal amount repaid. (c) Amounts prepaid pursuant to Sections 4.02(A)(a), (b), (d) and (e) may be reborrowed. Amounts prepaid pursuant to Sections 4.02(A)(c) may not be reborrowed.

Application. Upon Each Lender electing to be prepaid (the occurrence "ELECTING Lenders") shall be prepaid (and have their Commitments reduced) from the Net Available Proceeds of any such Qualified Debt Issuance in an amount equal to such Net Available Proceeds multiplied by the ratio of such Electing Lender's Loans and Commitments to the events described in clauses (i) or (ii) of this Section 2.09(b), the aggregate amount of the required prepayment shall Loans and Commitments of all Electing Lenders, with any application to each Term Facility to be applied first, PRO RATA to the prepayment remaining Amortization Payments thereof based on the remaining unpaid amounts thereof. After application of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably prepayments in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) 2.11, Borrower shall be applied ratably permitted to the installments thereof retain any such remaining excess ("EXCESS QUALIFIED DEBT ISSUANCE PROCEEDS") or apply such amounts as provided in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in fullSection 9.10(d). Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.11 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans of Lenders electing to be prepaid shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall at Borrower's option be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid then next-expiring Interest Period for LIBOR Loans (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon the occurrence (a) Each mandatory repayment of any of the events described in clauses Loans pursuant to Sections 4.02(A)(c), (d) and (e) shall be applied (i) or first, to prepay the principal of outstanding Term Loans, which prepayments shall reduce the then remaining Scheduled Repayments in inverse order of maturity based upon the then remaining amount of each Scheduled Repayment after giving effect to all prior reductions thereto, (ii) second, to prepay the principal of outstanding Revolving Loans (with a corresponding reduction to the Total Revolving Loan Commitment) and (iii) third, to reduce the remaining Total Revolving Loan Commitment (it being understood and agreed that the amount of such reduction shall be deemed to be an application of proceeds for purposes of this Section 2.09(b4.02(B)(a) even though cash is not actually applied). (b) With respect to each repayment of Loans required by this Section 4.02, the amount Borrower may designate the Types of the required prepayment shall Loans which are to be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondrepaid and, in the case of Eurodollar Loans, the Company, after the prepayment in full specific Borrowing or Borrowings of the Term Loans, respective Tranche pursuant to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitmentswhich made; provided that, at its option exercised by notice : (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the Administrative Agent, in the case last day of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until an Interest Period applicable thereto unless all Incremental Term Eurodollar Loans of the Company (other than the Incremental Term respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of such Subsidiary Borrower) shall the respective Tranche have been paid in full. Each prepayment ; (ii) if any repayment of the Term Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a single Borrowing shall be applied ratably pro rata among such Loans. (c) Notwithstanding anything to the installments thereof contrary contained elsewhere in accordance with the respective aggregate principal amounts of such installments this Agreement, all then outstanding Loans shall be repaid in full on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentFinal Maturity Date.

Application. Upon the occurrence of any of the events described in (A) Prepayments pursuant to clauses (ib)(i), (iii) or and (iiiv) of this Section 2.09(b)paragraph shall be applied as follows: first, the amount of the required such prepayment shall be applied first, to the prepayment of the any then outstanding Tranche I and Tranche III Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate principal amounts thereof), each such prepayment of such Loans, Tranche I and second, Tranche III Term Loans to be applied to reduce the scheduled repayments thereof in the case of the Companyreverse chronological order and, after the prepayment in full of the any then-outstanding Tranche I and Tranche III Term Loans, to the repayment prepayment of any then-outstanding Tranche II Term Loans; and second, after the payment in full of any then-outstanding Term Loans of any Class, to prepay Revolving Credit Loans, Loans (without reduction of Revolving Commitments). (B) Prepayments pursuant to clauses (b)(ii) and (v) of this paragraph shall be applied as follows: first, such prepayment shall be applied to any then-outstanding Tranche II Term Loans and, after the prepayment in full of any then-outstanding Tranche II Term Loans, to the prepayment of the Tranche I and Tranche III Term Loans (ratably in accordance with the then-outstanding aggregate principal amounts thereof), each such prepayment of Tranche I and Tranche III Term Loans to be applied to reduce the scheduled repayments thereof in reverse chronological order; and second, after the payment in full of any then-outstanding Term Loans of any Class, to prepay Revolving Loans (without reduction of Revolving Commitments). Any prepayments to be applied to the Tranche I Term Loans or to the Revolving Credit Commitments; provided that, at its option exercised by notice Loans pursuant to this clause (b)(vi) shall be applied to any then outstanding Tranche I Term Loans or Revolving Loans denominated in Dollars and Tranche I Term Loans and Revolving Loans denominated in Sterling ratably in accordance with the Administrative Agent, then outstanding principal amounts thereof (in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Tranche I Term Loans of any Subsidiary Borrower from such prepaymentor Revolving Loans denominated in Sterling, until all Incremental Term Loans of based on the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid Dollar Equivalent thereof as in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding effect on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.

Application. Upon The Borrower may, upon notice to the occurrence of any of Administrative Agent, terminate the events described in clauses Revolving Credit Commitments, or from time to time permanently reduce the Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction, (ii) of this Section 2.09(b), the any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the required prepayment Borrower shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of terminate or reduce the Revolving Credit LoansCommitments if, without after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Revolving Credit Commitments; provided that, at the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit shall be automatically reduced by the amount of such excess, as applicable. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Commitments. Any reduction of the Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its option exercised Applicable Percentage. All fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination. A notice of Revolving Credit Commitment reduction delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably Agent on or prior to the installments thereof in accordance with the respective aggregate principal amounts of specified effective date) if such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments conditions are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentsatisfied.

Application. Upon the occurrence (a) With respect to each repayment of any of the events described in clauses (i) or (ii) of Loans required by this Section 2.09(b)4.02, the amount Borrowers may designate the Types of the required prepayment shall Loans which are to be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondrepaid and, in the case of the Company, after the prepayment in full of the Term Eurodollar Loans, the specific Borrowing or Borrowings pursuant to the repayment of the Revolving Credit Loanswhich made, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice : (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the Administrative Agent, in the case last day of any prepayment by the Company, the Company may elect to exclude the Incremental Term an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of any Subsidiary Borrower from such prepayment, until required repayment and all Incremental Term Base Rate Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment ; (ii) if any repayment of the Term Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of Loans required by this Section 2.09(b) shall 4.02 shall, except as otherwise expressly set forth in Section 4.02(A)(a), be applied ratably pro rata among such Loans. In the absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice but no obligation, to minimize breakage costs owing under Section 1.11. (b) Notwithstanding anything to the Administrative Agentcontrary contained elsewhere in this Agreement, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due the outstanding Term Loans shall be repaid in full on the first subsequent amortization dateTerm Loan Maturity Date, and (ii) pro rata to all payments due then outstanding Revolving Loans shall be repaid in full on each subsequent amortization date in order of maturity, with no payments being applied to payments due the Revolving Loan Maturity Date and (iii) all then outstanding Swingline Loans shall be repaid on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentSwingline Expiry Date.

Application. Upon the occurrence The amount of any required prepayments described in Section 2.10(a) shall be applied to prepay Loans as follows: (i) First, to prepay all Loans; provided that, each such prepayment shall, subject to the last paragraph of this Section 2.10(b), be applied to such Loans that are ABR Loans to the fullest extent thereof before application to Loans that are LIBOR Loans, and such prepayments of LIBOR Loans shall be applied in a manner that minimizes the amount of any payments required to be made by Borrower pursuant to Section 5.05; and (ii) Second, after application of prepayments in accordance with clause (i) above, Borrower shall be permitted to retain any such remaining excess. Notwithstanding the foregoing, any Lender may elect, by written notice to Administrative Agent at least one (1) Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Loans, pursuant to this Section 2.10, in which case the aggregate amount of the events described prepayment that would have been applied to prepay such Loans, but was so declined shall be ratably offered to each Lender that initially accepted such prepayment. Any such re-offered amounts rejected by such Lenders shall be retained by Borrower. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in clauses excess of the amount of the ABR Loans at the time outstanding, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) deposited in a deposit or security account of Borrower and applied to the prepayment of LIBOR Loans on the last day of the then next-expiring Interest Period for LIBOR Loans (with all interest accruing thereon for the account of Borrower) or (ii) of this Section 2.09(b)prepaid immediately, the amount of the required prepayment shall be applied first, together with any amounts owing to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of Lenders under Section 5.05. Notwithstanding any such Borrower are entitled to participate deposit in such prepayments)account, in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, interest shall continue to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding accrue on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentuntil prepayment.

Application. Upon the occurrence of any of the events described in clauses (i) Each mandatory repayment of Term Loans required to be made pursuant to Sections 4.2(a)(iii), (iv), (v), (vii) or (iiviii) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit then remaining applicable Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment). Each mandatory prepayment of Term Loans required to be made pursuant to Section 4.2(a)(vi) shall be applied to the repayment of the then remaining applicable Scheduled Repayments in the direct order of maturity. (ii) With respect to each prepayment of Loans required by Section 4.2, the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made, provided that (i) the Borrower shall first so designate all ABR Loans and Eurodollar Loans under an affected Facility with Interest Periods ending on the date of repayment prior to designating any other Eurodollar Loans and (ii) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. If the Borrower is required by this Section 4.2 (other than pursuant to Section 4.2(a)(ii)) to repay any Eurodollar Loans and such prepayment will result in the Borrower being required to pay breakage costs under Section 1.11 (any such Eurodollar Loans, without reduction of “Affected Loans”), the Revolving Credit Commitments; provided thatBorrower may elect, at its option exercised by notice to the Administrative Agent, in to have the case provisions of the following sentence be applicable. At the time any prepayment by the CompanyAffected Loans are otherwise required to be prepaid, the Company Borrower may elect to exclude deposit 100% (or such lesser percentage elected by the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans Borrower) of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall principal amounts that otherwise would have been paid in full. Each prepayment respect of the Term Affected Loans made with the Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to this Section 2.09(b) shall a cash collateral agreement to be applied ratably to the installments thereof entered into in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice form and substance reasonably satisfactory to the Administrative Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the relevant Borrower may elect to apply an principal amount of such prepayment equal Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to the installments of relevant Loans (or such Loans due earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the next four scheduled amortization dates in direct order last day of maturity (for the avoidance of doubt, such prepayments are each Interest Period to be applied the amount of the relevant Loans to which such Interest Period applies (i) pro rata or, if less, the amount remaining in such cash collateral account). In the absence of a designation and/or election by the Borrower as described in the preceding sentences, the Administrative Agent shall, subject to all payments due on the first subsequent amortization datesentence of this paragraph, and make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. (iiiii) pro rata to all payments due If the Term Loans shall have been prepaid in full, then, on each subsequent amortization date in order of maturityoccasion that a mandatory prepayment under Sections 4.2(a)(iii), with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates (iv), (v), (vi) or (vii) would have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are required if Term Loans were outstanding, the Revolving Commitments shall be reduced by the amount of the prepayment that would have been so required. Any such reduction shall be accompanied by a prepayment of the Revolving Loans and/or Swingline Loans and/or a cash collateralization of Letter of Credit Outstandings to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentSection 4.2(a)(i).

Application. Upon the occurrence of any of the events described in clauses (i) or (ii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.09(b2.14 or Sections 2.15 or 9.02 in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swingline Loans, obligations to fund participations therein (including, as to Lender Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (i) Notwithstanding anything to the contrary contained in this Agreement, if any Loan Party delivers Borrower Cash Collateral pursuant to Section 2.14(a) to cover Fronting Exposure attributable to a Defaulting Lender, (A) such Borrower Cash Collateral shall secure only the Borrower’s L/C Obligations and Obligations in respect of Swingline Loans, as the case may be, and not any obligation of such Defaulting Lender and (B) in the event the Borrower fails to make timely payment of an Unreimbursed Amount in respect of a Letter of Credit or repay a Swingline Loan when due, or the Lenders are required to fund Loans under Section 2.03(c)(ii) or Section 2.04(c)(i) in respect of any Unreimbursed Amount or Swingline Loan or to fund L/C Advances under Section 2.03(c)(iii) or participations in Swingline Loans under Section 2.04(c)(ii), the amount then, prior to any such funding by Revolving Lenders of the required prepayment Loans, L/C Advances or participations, such Borrower Cash Collateral shall be applied first, to the prepayment reimbursement or payment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans portion of such Borrower are entitled Unreimbursed Amount or Swingline Loan giving rise to participate in such prepaymentsFronting Exposure (which will then be deemed reimbursed or paid for all purposes hereof), in each case ratably in accordance with and the respective then-outstanding aggregate amounts of Revolving Lenders (other than such Defaulting Lender) will fund such Loans, and second, L/C Advances or participations in Swingline Loans in the case amounts reflecting their individual Applicable Percentages of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an original amount of such prepayment equal Unreimbursed Amount or Swingline Loan (after giving effect to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in fullSection 2.15(a)(iv). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment).

Application. Upon (i) Notwithstanding anything to the contrary herein, upon the occurrence of a Casualty or Condemnation, if Senior Lender elects to apply insurance proceeds or condemnation award (in either case, the “Loss Proceeds”) to the Senior Loan, then the balance of any Loss Proceeds not so applied to the Senior Loan shall be applied to the Loan. In the event Senior Lender makes, or is otherwise required to make, the Loss Proceeds available to Borrower or to a SHP Subsidiary for Restoration, then the Loss Proceeds shall be so applied as provided in the Senior Loan Documents and any excess Loss Proceeds remaining after completion of Restoration and released to Borrower or a SHP Subsidiary shall be paid to Senior Lender, or if not paid to Senior Lender, then to Administrative Agent for the events described in clauses (i) benefit of each Lender to be applied to the Debt or for such other purposes approved by the Requisite Lenders and Borrower. (ii) If at any time a Casualty in excess of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on $100,000.00 or a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, Condemnation occurs after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have Senior Loan has been paid in full. Each prepayment , the Loss Proceeds shall, at the option of the Term Loans made pursuant Requisite Lenders, subject to this Section 2.09(b) shall the following sentence, be applied ratably to the installments thereof payment of the Debt or applied to reimburse Borrower or the SHP Subsidiary, as the case may be, for the cost of Restoration in accordance with the respective aggregate principal amounts manner set forth below. In the event of such installments outstanding on a Casualty in the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to $100,000.00 or less after the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have Senior Loan has been paid in full), the Loss Proceeds shall be applied by Borrower to the Restoration of the Property. Notwithstanding In no case shall any such application reduce or postpone any payments otherwise required under the foregoingLoan Documents. Only if the Senior Loan is paid in full and an Event of Default has occurred and is continuing, Administrative Agent shall make such Loss Proceeds available to the Borrower or the SHP Subsidiary for Restoration provided that each of the following conditions (“Restoration Conditions”) is satisfied or waived in writing: (A) no Event of Default has occurred and is continuing, (B) (x) Administrative Agent is satisfied that such repair or restoration can be completed not less than 90 days prior to the event any Permitted First Lien Notes are Scheduled Maturity Date, or if the Loan has been extended, 90 days prior to the Extended Maturity Date and (y) Guarantor provides Administrative Agent, for the benefit of each Lender, with a completion guaranty covering such repair or restoration on terms and conditions acceptable to Administrative Agent and (C) Borrower complies with all of the other conditions to disbursement of such Loss Proceeds set forth in Section 5.7(c)(iii) below. If such Casualty or Condemnation occurs while Senior Loan is outstanding, then the Senior Lender shall control the application of proceeds and determinations of whether to commence restoration, to the extent required permitted by the indenture governing Senior Loan Documents. (iii) In the event that the Requisite Lenders, as set forth above, elects to make the Loss Proceeds available to Borrower or a SHP Subsidiary for Restoration, Administrative Agent may set reasonable conditions for making said funds available to Borrower and the SHP Subsidiary, including requiring that if the Loss Proceeds are not sufficient, in Administrative Agent’s sole judgment to complete such Permitted First Lien NotesRestoration and pay for additional property carry costs, a pro rata portion that Borrower or the SHP Subsidiary shall deposit an amount equal to such shortfall with Administrative Agent for the benefit of each Lender and that such amounts be expended on Restoration prior to Borrower or the SHP Subsidiary being permitted to use such Loss Proceeds. (iv) If the Loss Proceeds are to be disbursed by Senior Lender for Restoration, Borrower and the SHP Subsidiary shall deliver to Administrative Agent copies of all written correspondence delivered to and received from Senior Lender that relates to the Restoration and release of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentLoss Proceeds.

Application. Upon the occurrence of any of the events described in clauses (i) or Each prepayment of the Loans pursuant to this Section 2.7 shall be applied to the outstanding amounts of Term A Loans, Term B Loans, Term C Loans and Revolving Loans on a pro rata basis determined on the basis of the amount of Term A Loans, Term B Loans, Term C Loans and Revolving Loans outstanding at the time of such prepayment. Each prepayment shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.17. (ii) Each prepayment of the Revolving Loans and each Cash Collateral Deposit under this Section 2.09(b)2.7 shall be applied to permanently reduce the Aggregate Revolving Loan Commitment pro rata with respect to each of the scheduled reduction dates set forth in Section 2.1(e) remaining at such time. If, at any time, the amount of the required prepayment Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to the prepayment of the Term Loans (make a Cash Collateral Deposit and to the extent provided in the applicable Incremental Amendmentthereafter, to permanently reduce the Incremental Term Aggregate Revolving Loan Commitment by an amount equal to what such prepayment would have been under this Section 2.7 if Revolving Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on had been outstanding against which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from apply such prepayment, until all Incremental Term Loans of the Company . (other than the Incremental Term Loans of such Subsidiary Borroweriii) shall have been paid in full. Each prepayment of the Term A Loans made pursuant shall be applied to scheduled installments of principal of the Term A Loans in inverse order of maturity. Such prepaid Term A Loans may not be reborrowed. (iv) Each prepayment of the Term B Loans shall be applied to scheduled installments of principal of the Term B Loans in inverse order of maturity. Such prepaid Term B Loans may not be reborrowed. (v) Each prepayment of the Term C Loans shall be applied to scheduled installments of principal of the Term C Loans in inverse order of maturity. Such prepaid Term C Loans may not be reborrowed. (vi) With respect to any mandatory prepayment of the Term B Loans or Term C Loans, any Term B Lender and any Term C Lender, at its option and to the extent that any Term A Loans are then outstanding, may elect not to accept such prepayment (such Lender being a "Declining Lender"), in which event the provisions of the next two sentences shall apply. Any Term B Lender or Term C Lender may elect not to accept its ratable share of the prepayment referred to in any Prepayment Notice by giving written notice to the Agent not later than 11:00 A.M., Los Angeles time, on the Business Day immediately preceding the scheduled Prepayment Date. On the Prepayment Date, an amount equal to that portion of the Prepayment Amount available to prepay Term B Lenders or Term C Lenders (less any amounts that would otherwise be payable to Declining Lenders) shall be applied to prepay Term B Loans owing to Term B Lenders other than Declining Lenders or Term C Loans owing to Term C Lenders other than Declining Lenders and any amounts that would otherwise have been applied to prepay Term B Loans or Term C Loans owing to Declining Lenders shall instead be applied ratably to prepay the remaining Term A Loans as provided in this Section 2.09(b) 2.07(f); provided further that on prepayment in full of Term A Loans, Term B Loans and Term C Loans owing to Term A Lenders, Term B Lenders and Term C Lenders other than Declining Lenders, the remainder of any Prepayment Amount shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice prepay Term B Loans and Term C Loans owing to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentDeclining Lenders.

Application. Upon the occurrence of any of the events described in clauses (i) Each amount required to be applied to Term Loans pursuant to Sections 4.02(d), (e), (f), (g) and (h) shall be applied, subject to modification of such application as set forth in Section 4.02(i)(ii), pro rata to each Tranche of Term Loans based upon the then remaining principal amounts of the respective Tranches (with each Tranche of Term Loans to be allocated that percentage of the amount to be applied as is equal to a fraction (expressed as a percentage) the numerator of which is the then outstanding principal amount of such Tranche of Term Loans and the denominator of which is equal to the then outstanding principal amount of all Term Loans). Any amount required to be applied to any Tranche of Term Loans pursuant to Sections 4.02(d), (e), (f), (g) and (h) shall be applied to repay the outstanding principal amount of Term Loans of the respective Tranche then outstanding. Any such repayment (or reduction) shall first be applied in direct order of maturity to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans which are due within 12 months after the date of such repayment (or reduction), with any excess amount of such repayment (or reduction) to be applied to the then remaining Scheduled Repayments on a pro rata basis as otherwise provided below in this Section 4.02(i) unless the Borrower notifies the Administrative Agent that it does not desire such application in which event such repayment shall be applied to the then remaining Scheduled Repayments of the respective Tranche of Term Loans on a pro rata basis based upon the then remaining principal amounts of the Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto. (ii) With respect to each repayment of Loans required by this Section 2.09(b)4.02, the amount Borrower may designate the Types of Loans of the required prepayment shall respective Tranche which are to be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondrepaid and, in the case of Eurodollar Loans, the Company, after the prepayment in full specific Borrowing or Borrowings of the Term Loansrespective Tranche pursuant to which made, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice : (A) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the Administrative Agent, in the case last day of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until an Interest Period applicable thereto unless all Incremental Term Eurodollar Loans of the Company (other than the Incremental Term respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of such Subsidiary Borrower) shall the respective Tranche have been paid in full. Each prepayment ; (B) if any repayment of the Term Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount with respect thereto, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (C) each repayment of any Loans made pursuant to a Borrowing shall be applied ratably pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the installments thereof above, make such designation in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentsole discretion.

Application. Upon (a) All prepayments of Term Loans made pursuant to Section 4.2(A)(f) shall be applied to reduce the occurrence remaining Scheduled Repayments of any Term Loans in inverse order of maturity. All prepayments of Term Loans made pursuant to Section 4.2(A)(c), (d), (e) and (j) shall be applied to reduce the events described in clauses Scheduled Repayments of Term Loans pro rata based on the then outstanding Scheduled Repayments of Term Loans. (b) With respect to each prepayment of Loans required by this Section 4.2, the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made, provided that (i) or (ii) of Eurodollar Loans made pursuant to a specific Facility may be designated for prepayment pursuant to this Section 2.09(b), 4.2 only on the amount last day of the an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such Facility with Interest Periods ending on such date of required prepayment shall be applied first, and all Base Rate Loans made pursuant to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall Facility have been paid in full. Each ; (ii) each prepayment of the Term any Loans made pursuant to this a Borrowing shall be applied pro rata among such Loans; (iii) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Eurodollar Loans, such Borrowing shall be immediately converted into Base Rate Loans; and (iv) notwithstanding the provisions of the preceding clause (ii), no prepayment of Revolving Loans pursuant to Section 2.09(b4.2(A)(a) shall be applied ratably to the installments thereof Revolving Loans of a Defaulting Bank. In the absence of a designation by the Borrower as described in accordance with the respective aggregate principal amounts of such installments outstanding on preceding sentence, the date of such prepayment; provided thatAgent shall, at its option exercised by notice subject to the Administrative Agentabove, the relevant Borrower may elect to apply an amount of make such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates designation in direct order of maturity (for the avoidance of doubtits sole discretion with a view, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon (a) Each mandatory repayment of Loans pursuant to Section 4.02(A)(e) through (j), inclusive, shall be applied: (i) first, to prepay the occurrence principal of any outstanding Term Loans and Acquisition Loans on a pro rata basis, with the Term Loan Facility to --- ---- receive the Term TL Percentage and the Acquisition Loan Facility to receive the Acquisition TL Percentage, in each case, of the events described total amount to be applied as a mandatory repayment of Term Loans and Acquisition Loans pursuant to this Section 4.02(B), and which prepayments of such Term Loans and Acquisition Loans shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche pro rata (based on the then --- ---- remaining Scheduled Repayments of the respective Tranche); provided that the amount of the reduction to each Scheduled Repayment of Acquisition Loans shall not be determined until the earlier of (x) the Acquisition Loan Termination Date and (y) the date on which the Total Acquisition Loan Commitment is zero and shall then be based on the amount of each Scheduled Repayment at such time (after giving effect to the incurrence of Acquisition Loans on such date); provided further that the amount of the reduction to each Scheduled Repayment of Term Loans shall not be determined until the earlier of (x) the Term Loan Commitment Termination Date and (y) the date on which the total Term Loan Commitment is zero and shall then be based on the amount of each Scheduled Repayment at such time (after giving effect to the incurrence of Term Loans on such date); provided, however, that prior to -------- ------- the earlier of (x) the Acquisition Loan Termination Date and (y) the date on which the Total Acquisition Loan Commitment is zero, the Borrower may elect whether such mandatory repayments of Loans shall be applied to the Acquisition Loan Facility or the Term Loan Facility and the amounts, if any, which shall be applied to such Facilities; provided further, however, -------- ------- ------- if there shall be no Term Loans outstanding or no Acquisition Loans outstanding, then the Borrower shall apply such mandatory repayments to the Facility with respect to which there are outstanding Loans; provided, -------- further, however, that with respect to Term Loans, application of ------- ------- prepayments shall not be applied against the last two $5,000,000 Scheduled Term Loan Repayments unless and to the extent that the DVI Indebtedness has been funded; (ii) second, to reduce the Total Acquisition Loan Commitment (it being understood and agreed that the amount of such reduction shall be deemed to be an application of proceeds for purposes of this Section 4.02(B)(a)(ii) even though cash is not actually applied); provided, -------- however, that the proceeds from the initial public offering of Holdings ------- common stock shall not reduce the Total Acquisition Loan Commitment (although such proceeds shall be applied as set forth in clauses (iiii) or through (iivi) of this Section 2.09(b4.02(B)(a) (iii) third, to prepay the principal of outstanding Swingline Loans (with, except in the case of proceeds from the initial public offering of Holdings common stock, a corresponding reduction to the Total Revolving Loan Commitment); (iv) fourth, to prepay the principal of outstanding Revolving Loans (with, except in the case of proceeds from the initial public offering of Holdings common stock, a corresponding reduction to the Total Revolving Loan Commitment); (v) fifth, to cash collateralize Letter of Credit Outstandings by depositing cash in the Letter of Credit Cash Collateral Account in an amount equal to such Letter of Credit Outstandings (it being understood that the Total Revolving Loan Commitment shall be reduced by the amount of cash collateral required to be deposited by this clause (v) except to the required prepayment shall be applied firstextent that the amount of cash collateral deposited relates to proceeds from the initial public offering of Holdings common stock); and (vi) sixth, to reduce the remaining (i.e., after giving effect to --- all prior reductions thereto, including, without limitation, to the prepayment of the Term Loans (and reductions theretofore effected pursuant to the extent provided in preceding clauses (iii), (iv) and (v)) Total Revolving Loan Commitment (it being understood and agreed that the applicable Incremental Amendment, amount of such reduction shall be deemed to the Incremental Term Loans (if anybe an application of proceeds for purposes of this Sections 4.02(B)(a)(vi) on a basis that even though cash is not greater actually applied); provided, however, that proceeds from the initial public offering -------- ------- of Holdings common stock shall not reduce the Total Revolving Loan Commitment. (on a proportionate basisb) than With respect to each repayment of Loans required by this Section 4.02, the basis on Borrower may designate the Types of Loans which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondbe repaid and, in the case of Eurodollar Loans, the Company, after the prepayment in full specific Borrowing or Borrowings of the Term Loans, respective Tranche pursuant to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitmentswhich made; provided that, at its option exercised by notice : (i) repayments of -------- Eurodollar Loans pursuant to this Section 4.02 may only be made on the Administrative Agent, in the case last day of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until an Interest Period applicable thereto unless all Incremental Term Eurodollar Loans of the Company (other than the Incremental Term respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of such Subsidiary Borrower) shall the respective Tranche have been paid in full. Each prepayment ; (ii) if any repayment of the Term Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a single Borrowing shall be applied ratably pro --- rata among such Loans. In the absence of a designation by such Borrower as ---- described in the preceding sentence, the Agent shall, subject to the installments thereof above, make such designation in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentsole discretion.

Application. Upon In the occurrence event of any of the events described in clauses optional prepayment pursuant to subsection (ia) or any mandatory prepayment of Loans pursuant to subsection (ii) of this Section 2.09(bb), the amount of the required prepayment proceeds shall be applied firstas follows. If such prepayment is made at a time when Term A Loans and Term B Loans remain outstanding, the Borrower shall select Borrowings to be prepaid so that the aggregate amount of each such prepayment is allocated among Borrowings of Term A Loans and Borrowings of Term B Loans pro rata based on the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then aggregate principal amount of outstanding Term Loans of each such Borrower are entitled to participate in such prepayments)Class; PROVIDED that any Lender holding Term B Loans may elect, in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative AgentAgent prior to the prepayment date, to decline all or any portion of any such prepayment of its Term B Loans, in which case the case aggregate amount that would have been applied to prepay Term B Loans but was so declined shall be applied to prepay Term A Loans; PROVIDED, HOWEVER, that no Lender holding Term B Loans may decline a prepayment pursuant to Section 2.10(b)(vi). After only one Class of any prepayment by the CompanyTerm Loans is outstanding, Borrowings of such Class shall be prepaid and if only Term B Loans remain outstanding, the Company may elect Lenders holding Term B Loans shall not have the right to exclude decline prepayments thereof pursuant to the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in fullpreceding sentence. Each prepayment of Term Loans shall be applied to reduce all remaining unpaid installments thereof in inverse order of maturity. After the Term Loans made pursuant to this Section 2.09(b) have been repaid in full, the amount of any mandatory prepayment shall be applied ratably to the installments thereof reduction of the total Revolving Credit Commitments ratably among the Revolving Credit Lenders in accordance with the proportion to their respective aggregate principal amounts Revolving Credit Commitments PROVIDED that if as a result of such installments outstanding on reduction, either (x) the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an aggregate amount of such prepayment equal to the installments Revolving Credit Exposure shall exceed the aggregate Revolving Credit Commitments or a repayment of such Swing Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to would be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.second sentence

Application. Upon the occurrence The Administrative Agent shall apply such prepayment pursuant to this Section 2.05 on a pro rata basis as among each Class of Term Loans (unless a Class of Term Loans has agreed to receive less than a pro rata share of any such prepayments) and, with respect to each such Class, to the outstanding principal amount of the events described Term Loans in clauses the inverse order of maturity; provided, that if at any time the amount required to be paid pursuant to Section 2.05(c), (id) or (ii) of this Section 2.09(bg), the Borrower is required to offer to repurchase or prepay Indebtedness secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with any Net Cash Proceeds or with any Excess Cash Flow (such pari passu Indebtedness required to be offered to be so repurchased or prepaid, the “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds or Excess Cash Flow on a pro rata basis (determined on the basis of the aggregate principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of Net Cash Proceeds or Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds or Excess Cash Flow required prepayment to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds or Excess Cash Flow shall be applied first, allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans (and to the extent provided in repurchase or prepayment of Other Applicable Indebtedness and the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans amount of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made that would otherwise have been required pursuant to this Section 2.09(b) 2.05 shall be applied ratably reduced accordingly; provided, further, that to the installments thereof extent that holders of Other Applicable Indebtedness decline to have such Indebtedness purchased or prepaid, the declined amount shall promptly be applied to prepay the Term Loans in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentterms hereof.

Application. Upon (a) Each mandatory repayment of A Term Loans and B Term Loans required to be made pursuant to Sections 4.02(A) (other than pursuant to clause (b) ---------------- thereof) shall be applied to reduce the occurrence Scheduled Repayments of A Term Loans and B Term Loans, respectively, on a pro rata basis (based upon the then remaining --- ---- outstanding principal amount of each such Scheduled Repayments of A Term Loans and B Term Loans, respectively), with any such repayment applied first 50% to ----- reduce the remaining Scheduled Repayments of each of the events described A Term Loans and the B Term Loans pro rata (with each Scheduled Repayment of the A Term Loan or B Term --- ---- Loan as the case may be being prepaid by an amount equal to the product of 50% of the prepayment amount applicable to the A Term Loan or B Term Loan, multiplied by a fraction the numerator of which is the Scheduled Repayment (as reduced by prepayments previously made) and the denominator of which shall be the remaining unpaid balance of the A Term Loans or the B Term Loans, as the case may be) and second 50% to reduce the then remaining Scheduled Repayments of ------ each of the A Term Loans and the B Term Loans in clauses the inverse order of their maturity. (b) With respect to each prepayment of Loans required by Section 4.02, ------------ the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made; provided however, that (i) or (ii) of Eurodollar Loans may so be designated for prepayment -------- ------- pursuant to this Section 2.09(b), 4.02 only on the amount last day of the an Interest Period ------------ applicable thereto unless all Eurodollar Loans made pursuant to such Facility with Interest Periods ending on such date of required prepayment shall be applied first, and all Base Rate Loans made pursuant to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall Facility have been paid in full. Each ; (ii) if any prepayment of the Term Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; (iii) each prepayment of any Revolving Loans made by Non-Defaulting Lenders pursuant to a Borrowing shall be applied ratably pro rata --- ---- among such Revolving Loans; and (iv) each prepayment of any Revolving Loans made by Defaulting Lenders pursuant to a Borrowing shall be applied pro rata among --- ---- such Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, subject to the installments thereof in accordance with above and Section 4.02(B)(c), make such designation. ------------------ (c) In the respective aggregate principal amounts of such installments outstanding on event that the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such any required prepayment equal of Loans under Section 4.01 with respect to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available from Blocked Account Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of ------------ under this Section 4.02 exceeds the aggregate principal amount of the then ------------ respective outstanding Term Loans, Revolving Loans or Swingline Loans, as the case may be, being prepaid which consist of Base Rate Loans (the amount of any such excess being called the "Excess Amount"), the Borrower shall ------------- have the right, in lieu of making such prepayment in full, to prepay such outstanding Base Rate Loans and to deposit an amount equal to the Excess Amount with the Agent in a cash collateral account maintained by and in the sole dominion and control of the Agent for the ratable benefit of the Lenders holding Term Loans outstanding or Revolving Loans entitled thereto. Any amount so deposited shall be held by the Agent as collateral for the Obligations and applied to the aggregate principal amount prepayment of Eurodollar Loans at the end of the current Interest Period(s) applicable thereto. On any day on which collected amounts remain on deposit in or to the credit of such Permitted First Lien Notes outstandingcash collateral account after giving effect to the payment made on such day pursuant to such Section 4.01 or 4.02 and the Borrower -------------------- shall have delivered to the Agent a written request or a telephonic request (which shall be promptly confirmed in writing) may prior to 11:00 A.M. (New York time) that such remaining collected amounts be applied invested in Cash Equivalents specified in such request, the Agent shall invest such funds, to repurchase the extent the Agent is reasonably able to do so, in such Cash Equivalents (as are acceptable to, and with no risk to, the Agent) on an overnight basis or repay with maturities such Permitted First Lien Notes that amounts will be available to pay the Obligations secured thereby as they become due, whether at maturity, by acceleration or otherwise; provided, -------- however, that any loss resulting from such investments shall be charged to and ------- be immediately payable by the Borrower upon demand by the Agent. (d) In the event the Borrower gives notice of a price prepayment of Term Loans pursuant to Section 4.01 or the Borrower is required to make a mandatory ------------ prepayment of Term Loans pursuant to Section 4.02(A)(c), (d), (e) or (f), the ----------------------------------- Borrower shall give a notice of prepayment not to exceed 100% of the principal amount thereof plus accrued and unpaid interest less than five Business Days prior to the date of purchase or paymentany such prepayment and each Lender holding a B Term Loan shall have the right by notice given to the Borrower and the Agent not later than three Business Days prior to the date of any such prepayment to notify the Borrower that it declines to participate in such prepayment (each such lender, a "Declining Lender"). The Borrower may by notice to the Declining Lenders and ---------------- the Agent delivered not later than two Business Days prior to the date of any such prepayment elect to require all of the Declining Lenders to participate in such prepayment. In the event the Borrower does not send the notice provided for in the previous sentence, then the payments which would otherwise have been applied to the B Term Loans of each Declining Lender shall instead be applied to the A Term Loans and to the Scheduled Repayments thereof in inverse order of their maturity.

Application. Upon the occurrence of any of the events described in clauses (i) or (ii) the above paragraphs of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments)Loans, in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans and Incremental Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; , provided that, at its option exercised by notice to the Administrative Agent, (x) in the case of any prepayment by the CompanyCompany after Incremental Loans have been made to the Subsidiary Borrower, the Company may elect to exclude the Incremental Term Loans of any the Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (and Incremental Loans other than the such Incremental Term Loans of such Subsidiary Borrower) shall have been paid in fullfull (notwithstanding the requirement above that prepayments be applied ratably to the Term Loans and Incremental Loans) and (y) in the case of any prepayment by the Subsidiary Borrower after Incremental Loans have been made to it, the Subsidiary Borrower may elect to exclude the Term Loans and the Incremental Loans of the Company from such prepayment, until such Incremental Loans made to the Subsidiary Borrower shall have been paid in full (again, notwithstanding the requirement above that prepayments be applied ratably to the Term Loans and Incremental Loans). Each such prepayment of the Term Loans made pursuant to this Section 2.09(b) and Incremental Loans shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments the Term Loans and Incremental Loans outstanding on the date of such prepayment; , provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates Quarterly Dates immediately following the date of such prepayment to such installments in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.

Application. Upon the occurrence (a) Each mandatory prepayment of any of the events described in clauses Term Loans pursuant to Section 3.03(i)(b), (ic), (d) or (iie) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to reduce the prepayment then remaining Scheduled Repayments either in inverse order of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) maturity or on a pro rata basis that is not greater (on a proportionate basis) than based upon the basis on which the other then outstanding Term Loans remaining principal amount of each such Borrower are entitled to participate in such prepaymentsScheduled Repayment), in each case ratably as the Borrower may direct in accordance its sole discretion. (b) With respect to each prepayment of Loans required by this Section 3.03, the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant to which made; provided that (i) the Borrower shall first so designate all Base Rate Loans and Eurodollar Loans with Interest Periods ending on the respective then-date of repayment prior to designating any other Eurodollar Loans; (ii) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding aggregate amounts Loans made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall be immediately converted into Base Rate Loans; and (iii) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, and secondthe Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.12. Notwithstanding the foregoing provisions of this Section 3.03, if at any time the mandatory prepayment of Term Loans pursuant to Section 3.03(i)(b), (c), (d) or (e) would result, after giving effect to the first sentence of this clause (b), in the case Borrower incurring breakage costs under Section 1.12 as a result of Eurodollar Loans being repaid other than on the Companylast day of an Interest Period applicable thereto (the "Affected Eurodollar Loans"), after then the prepayment in full of the Term LoansBorrower may, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised if it so elects by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect Cash Collateralize a portion (up to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans 100%) of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall amounts that otherwise would have been paid in full. Each prepayment respect of the Term Affected Eurodollar Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice Administrative Agent to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (be held as security for the avoidance obligations of doubtthe Borrower hereunder, with such prepayments are Cash Collateral to be applied released (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding repay the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingLoans) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% upon each occurrence thereafter of the principal amount thereof plus accrued and unpaid interest last day of an Interest Period applicable to the relevant Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of purchase or paymenteach Interest Period to be the amount of the Loans to which such Interest Period applies (or, if less, the amount of the remaining Cash Collateral).

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses ----------- Section 2.10(a) or Section 9.19 shall be applied as follows: (i) or (ii) of this Section 2.09(b)first, the amount of the required prepayment shall be applied firstto ----- the reduction of Amortization Payments on the Term Loans required by Section 3.01(b) pro rata among the Term Loan Tranches based upon the remaining unpaid --- ---- amounts thereof and, as to each such Term Loan Tranche, the amount to be applied thereto shall be applied pro rata among the remaining Amortization Payments of --- ---- such Term Loan Tranche based on the remaining unpaid amounts thereof; provided, -------- however, that (x) any holder of Tranche B Term Loans may, to the extent that ------- Tranche A Term Loans are outstanding, elect not to have all or any amount of required prepayments applied to such holder's Tranche B Term Loans, in which case the aggregate amount so declined shall be applied to the Tranche A Term Loans pro rata among the remaining Amortization Payments of the Tranche A Term --- ---- Loans based on the remaining unpaid amounts thereof, and (y) if no Tranche A Term Loans are outstanding, such election to decline prepayments shall not be available; and (ii) second, after such time as no Term Loans remain outstanding, ------ Revolving Credit Commitments shall be permanently reduced (at the same time that the prepayment of the Term Loans would have been made assuming an unlimited amount thereof then outstanding) pro rata in an amount equal to the amount of --- ---- any such required prepayment that would have been applied to the Term Loans (assuming an unlimited amount thereof then outstanding) and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Companythat, after giving effect to such reduction, the prepayment in full aggregate principal amount of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction together with the aggregate amount of all Letter of Credit Liabilities, would exceed the lesser of (x) the Borrowing Base and (y) the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative AgentBorrower shall, first, prepay outstanding ----- Revolving Credit Loans and, second, provide cover for Letter of Credit ------ Liabilities as specified in Section 2.10(d), in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective an aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full)excess. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the Alternate Base Rate Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding Alternate Base Rate Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid interest then next-expiring Interest Period for LIBOR Loans or (ii) prepaid immediately, together with any amounts owing to the date Lenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment. Interest on such amount held in the Collateral Account shall be for the account of purchase or paymentBorrower (after deduction of reasonable fees and expenses).

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses (iSection 2.10(a) or (ii) of this Section 2.09(b), the amount of the required prepayment shall be applied firstapplied, at the option of Borrower or PR Borrower, as applicable, in any manner among the remaining Amortization Payments with respect to the prepayment of the Term Loans as Borrower shall designate in an Officers' Certificate delivered to Administrative Agent (and and, subject to the extent provided in the applicable Incremental Amendmentnext sentence, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in fullTerm Loan Lenders). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount holder of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest its sole discretion may, by providing notice at least two Business Days prior to the date of purchase prepayment, with respect to any mandatory prepayment, so long as any Revolving Credit Loans are then outstanding, elect by written notice provided to Administrative Agent not to have the entire amount of any such mandatory prepayment applied to such holder's Term Loans. If the amount of any required prepayment described in Section 2.10(a) exceeds the aggregate amount of remaining Amortization Payments with respect to the Term Loans, or paymentif any portion thereof is declined by one or more holders of Term Loans, such excess or such aggregate amount so declined, as the case may be, shall be applied (A) first, to prepay any Swing Loans then outstanding; (B) second, to prepay any Revolving Credit Loans then outstanding (such prepayments to be applied pro rata to the Tranche A Revolving Credit Lenders and the Tranche B Revolving Credit Lenders); provided that the Revolving Credit Commitments shall not be permanently reduced as a result of any such mandatory prepayment and (C) third, after application of prepayments in accordance with clauses (A) - (B) above, to Borrower. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding, only the portion of the amount of such prepayment that is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower or PR Borrower, the balance of such required prepayment shall be either (i) deposited in the Collateral Account and applied to the prepayment of LIBOR Loans on the last day of the then next expiring Interest Period for LIBOR Loans of such Class (with all interest accruing thereon for the account of Borrower or PR Borrower, as applicable) or (ii) prepaid immediately, together with any amounts owing to the Lenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon the occurrence of any of the events described in clauses (i) or The amount of any optional prepayments described in Section 2.09(a) shall be applied to prepay Loans outstanding in order of amortization, in amounts and to Tranches, all as determined by Borrower. (ii) In addition to the foregoing, provided that Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) (calculated assuming all amounts offered pursuant to this clause(b)(ii) were accepted as prepayment for the Loans and applied thereto) as of this Section 2.09(b)the most recent Calculation Date, Borrower shall have the right to elect to offer to prepay at par the Loans pro rata to the Term A Facility Loans, the amount of New Term Loans, the required prepayment shall be applied first, to the prepayment of the Extended Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondthe Other Term Loans then outstanding and apply any amounts rejected for such prepayment to repurchase, prepay, redeem, retire, acquire, defease or cancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in Section 10.06 or 10.09, respectively. If Borrower makes such an election, it shall provide notice thereof to Administrative Agent, who shall promptly, and in any event within one Business Day of receipt, provide such notice to the case of the Company, after the prepayment in full holders of the Term Loans. Any such notice shall specify the aggregate amount offered to prepay the Term Loans. Each holder of a Term A Facility Loan, a New Term Loan, an Other Term Loan, or an Extended Term Loan may elect, in its sole discretion, to reject such prepayment offer with respect to an amount equal to or less than (w) with respect to holders of Term A Facility Loans, an amount equal to the repayment aggregate amount so offered to prepay Term A Facility Loans times a fraction, the numerator of which is the principal amount of Term A Facility Loans owed to such holder and the denominator of which is the principal amount of Term A Facility Loans outstanding, (w) with respect to holders of (x) New Term Loans, an amount equal to the aggregate amount so offered to prepay New Term Loans times a fraction, the numerator of which is the principal amount of New Term Loans owed to such holder and the denominator of which is the principal amount of New Term Loans outstanding, (y) Other Term Loans, an amount equal to the aggregate amount so offered to prepay Other Term Loans times a fraction, the numerator of which is the principal amount of Other Term Loans owed to such holder and the denominator of which is the principal amount of Other Term Loans outstanding, and (z) with respect to holders of Extended Term Loans, an amount equal to the aggregate amount so offered to prepay Extended Term Loans times a fraction, the numerator of which is the principal amount of Extended Term Loans owed to such holder and the denominator of which is the principal amount of Extended Term Loans outstanding. Any rejection of such offer must be evidenced by written notice delivered to Administrative Agent within five Business Days of receipt of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such offer for prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply specifying an amount of such prepayment equal offer rejected by such holder, if any. Failure to the installments give such notice will constitute an election to accept such offer. Any portion of such prepayment offer so accepted will be used to prepay the Term Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required held by the indenture governing such Permitted First Lien Notes, a pro rata portion applicable holders within ten Business Days of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase receipt of the offer to prepay. Any portion of such prepayment rejected may be used by Borrower and its Restricted Subsidiaries to repurchase, prepay, redeem, retire, acquire, defease or paymentcancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in Section 10.06 or 10.09, respectively.

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses ----------- Section (a) shall be applied as follows: (i) or (ii) of this Section 2.09(b)first, the amount of the required prepayment shall be applied firstto ----- the reduction of Amortization Payments on the Term Loans required by Section 3.01(b) pro rata among the Term Loan Tranches based upon the --- ---- remaining unpaid amounts thereof and (A) as to Tranche A Term Loans, the amount to be applied thereto shall be applied pro rata to the remaining --- ---- Amortization Payments of such Tranche A Term Loans based on the remaining unpaid amounts thereof and (B) as to the Tranche B Term Loans, the amount to be applied thereto shall be applied in inverse order of maturity to the remaining Amortization Payments thereunder. Notwithstanding the foregoing, any holder of Tranche B Term Loans at its sole discretion may, with respect to any mandatory prepayment, so long as any Tranche A Term Loans are then outstanding (after giving effect to the application of such required prepayment to the Tranche A Term Loans), elect by written notice provided to Administrative Agent not to have all or any amount of any such required prepayments applied to such holder's Tranche B Term Loans, in which case the aggregate amount so declined shall be applied pro rata to the remaining --- ---- Amortization Payments of the Tranche A Term Loans; provided, however, that -------- ------- to the extent that the aggregate principal amount of the Tranche A Term Loans after giving effect to such mandatory prepayment is less than the aggregate amount so declined by the holders of the Tranche B Term Loans, such amount so declined shall be allocated to the declining holders of the Tranche B Term Loans pro rata based on the remaining aggregate amount of --- ---- their amounts declined; and (ii) second, after such time as no Term Loans remain outstanding, ------ Revolving Credit Commitments shall be permanently reduced (at the same time that the prepayment of the Term Loans would have been made and assuming an unlimited amount thereof then outstanding) pro rata in an amount equal to --- ---- the remaining amount of any such required prepayment that would have been applied to the Term Loans (assuming an unlimited amount thereof then outstanding) and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Companythat, after the prepayment in full of the Term Loansgiving effect to such reduction, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Revolving Credit Loans, plus the ---- aggregate amount of all Letter of Credit Liabilities would exceed the Revolving Credit Commitments, Borrower shall, first, prepay outstanding ----- Revolving Credit Loans outstanding and second, provide cover for Letter of Credit ------ Liabilities as specified in Section 2.10(d), in an aggregate amount equal to such excess. Any application to the aggregate principal Revolving Credit Commitments shall reduce the required scheduled reduction amounts under Section 2.04(a) pro --- rata. ---- Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the Alternate Base Rate Loans at the time outstanding, only the portion of the amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding Alternate Base Rate Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid interest then next-expiring Interest Period for LIBOR Loans or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon (a) Each mandatory repayment of A Term Loans and B Term Loans required to be made pursuant to Sections 4.02(A) (other than pursuant to clause (b) and (e) thereof) shall be applied to reduce the occurrence Scheduled Repayments of A Term Loans and B Term Loans, respectively, on a pro rata basis (based upon the then remaining outstanding principal amount of each such Scheduled Repayments of A Term Loans and B Term Loans, respectively), with any such repayment of the events described A Term Loans, and any repayment of A Term Loans under Section 4.02(A)(e), applied to reduce the then remaining A Term Loan Scheduled Repayments in clauses the inverse order of their maturity, and each such repayment of B Term Loans, and any repayment of B Term Loans under Section 4.02(A)(e), applied to reduce the then remaining B Term Loan Scheduled Repayments in the inverse order of their maturity. (b) With respect to each prepayment of Loans required by Section 4.02, the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made; provided, however, that (i) or (ii) of Eurodollar Loans may so be designated for prepayment pursuant to this Section 2.09(b), 4.02 only on the amount last day of the an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such Facility with Interest Periods ending on such date of required prepayment shall be applied first, and all Base Rate Loans made pursuant to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall Facility have been paid in full. Each ; (ii) if any prepayment of the Term Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; (iii) each prepayment of any Revolving Loans made by Non-Defaulting Lenders pursuant to a Borrowing shall be applied ratably pro rata among such Revolving Loans; and (iv) each prepayment of any Revolving Loans made by Defaulting Lenders pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, subject to the installments thereof in accordance with above and Section 4.02(B)(c), make such designation. (c) In the respective aggregate principal amounts of such installments outstanding on event that the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such any required prepayment equal of Loans under Section 4.01 with respect to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available from Blocked Account Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of under this Section 4.02 exceeds the aggregate principal amount of the then respective outstanding Term Loans, Revolving Loans or Swingline Loans, as the case may be, being prepaid which consist of Base Rate Loans (the amount of any such excess being called the "Excess Amount"), the Borrower shall have the right, in lieu of making such prepayment in full, to prepay such outstanding Base Rate Loans and to deposit an amount equal to the Excess Amount with the Agent in a cash collateral account maintained by and in the sole dominion and control of the Agent for the ratable benefit of the Lenders holding Term Loans outstanding or Revolving Loans entitled thereto. Any amount so deposited shall be held by the Agent as collateral for the Obligations and applied to the aggregate principal amount prepayment of Eurodollar Loans at the end of the current Interest Period(s) applicable thereto. On any day on which collected amounts remain on deposit in or to the credit of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest cash collateral account after giving effect to the date of purchase payment made on such day pursuant to such Section 4.01 or payment4.02 and the Borrower shall have delivered to the Agent a written request or a telephonic request (which shall be promptly confirmed in writing) prior to 11:00 A.M. (New York time) that such remaining collected amounts be invested in Cash Equivalents specified in such request, the Agent shall invest such funds, to the extent the Agent is reasonably able to do so, in such Cash Equivalents (as are acceptable to, and with no risk to, the Agent) on an overnight basis or with maturities such that amounts will be available to pay the Obligations secured thereby as they become due, whether at maturity, by acceleration or otherwise; provided, however, that any loss resulting from such investments shall be charged to and be immediately payable by the Borrower upon demand by the Agent.

Application. Upon the occurrence of any Amounts prepaid shall be applied as set forth in this Section. (a) Subject to clause (b), each prepayment or repayment of the events described in clauses principal of the Loans shall be applied, to the extent of such prepayment or repayment, first, to the principal amount thereof being maintained as Base Rate Loans, and second, to the principal amount thereof being maintained as LIBO Rate Loans; provided, that mandatory prepayments of LIBO Rate Loans made pursuant to clause (c) of Section 3.1.1, if not made on the last day of the Interest Period with respect thereto, shall be (i) prepaid subject to the provisions of Section 4.4 (together with a payment of all accrued interest) or (ii) upon the written request of this the Borrower, so long as no Default or Event of Default has occurred and is continuing, the last day of the relevant Interest Period so long as the funds representing such prepayment are deposited with the Administrative Agent pursuant to arrangements and documentation in form and substance reasonably satisfactory to the Administrative Agent. (b) Each prepayment of Loans made pursuant to clause (c) of Section 2.09(b)3.1.1 shall be applied (i) first, (A) prior to the New Acquisition Conversion Date, as applicable, pro rata to the mandatory prepayment of the outstanding principal amount of all Original Acquisition Loans, Term B Loans or New Acquisition Loans, and (B) on and after the New Acquisition Conversion Date, to the mandatory prepayment of the outstanding principal amount of all Term Loans (with the amount of the required prepayment shall be applied first, to the such prepayment of the Term Loans (and being applied to all remaining amortization payments of each Term Loan, 3.1.1 shall be applied to the extent provided in the applicable Incremental Amendment, to the Incremental Term repayment of any outstanding Revolving Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondand, in the case of the CompanyAsset Sales only, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without a reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof Loan Commitment Amount in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentSection 2.2.2.

Application. Upon (a) Each mandatory repayment of Term Loans required to be made pursuant to Section 3.02(A)(c), (d), (e) or (f) shall be applied (i)(x) FIRST, to outstanding C Term Loans and (y) SECOND, after repayment in full of all C Term Loans, to outstanding A Term Loans and (ii) in the occurrence case of any a repayment of C Term Loans-Fixed Rate or C Term Loans-Floating Rate, to reduce PRO RATA the events described in clauses then remaining Scheduled Repayments of such Loans. Each mandatory repayment of C Term Loans required pursuant to Section 3.02(A)(g) shall be applied to (i) or outstanding C Term Loans-Fixed Rate in an amount equal to the C Term Fixed Rate Percentage and the C Term Loans-Floating Rate in an amount equal to the C Term Floating Rate Percentage and (ii) to reduce PRO RATA the then remaining Scheduled Repayments of this C Term Loans-Fixed Rate or C Term Loans-Floating Rate, as the case may be. (b) With respect to each prepayment of Loans required by Section 2.09(b3.02(A), the amount of the required prepayment shall be applied first, to the prepayment of the (other than C Term Loans (and Loans-Fixed Rate to the extent provided in the applicable Incremental Amendment, to the Incremental relevant C Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepaymentsNote-Fixed Rate), in each case ratably in accordance with the respective then-outstanding aggregate amounts Borrower may designate the Types of such LoansLoans which are to be prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of PROVIDED that (i) if any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; (ii) each prepayment of any Loans under a Facility made pursuant to a given Borrowing shall be applied ratably PRO RATA among such Loans; and (iii) except for the differing treatments of Defaulting Lenders and Non-Defaulting Lenders as expressly provided in Section 3.02(A)(a), each prepayment of any Eurodollar Loans made pursuant to a Borrowing shall be applied PRO RATA among such Eurodollar Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon the occurrence of any of the events described in clauses (ia) or (ii) of this Section 2.09(b), the Any amount of the required prepayment shall to be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the A Term Loans, B Term Loans, C Term Loans or D Term Loans, as the case may be, shall apply to the repayment of the Revolving Credit outstanding principal amount of A Term Loans, without reduction B Term Loans, C Term Loans and D Term Loans, respectively of the Revolving Credit Commitments; provided thatrespective Facility. (b) All repayments of A Term Loans, at its option exercised by notice B Term Loans, C Term Loans and D Term Loans shall be applied in the following manner: (i) if required pursuant to Section 4.02(A)(c) as a result of the B&J Asset Sale, first to reduce the Scheduled A Repayments in direct order ----- of maturity to and including the Scheduled A Repayment to occur on the last Business Day of December, 1998, and second, to the Administrative Agentextent in excess ------ thereof, in to reduce the case then remaining Scheduled A Repayments pro rata based --- ---- on the then remaining Scheduled A Repayments (after giving effect to all reductions thereto pursuant to the preceding provisions of any prepayment this clause (b)(i)); and (c) With respect to each repayment of Loans required by the Companythis Section 4.02, the Company Borrower may elect designate the Types of Loans which are to exclude be repaid and the Incremental Term specific Borrowing(s) under the affected Facility pursuant to which made; provided, that (i) Eurodollar Loans made pursuant to a specific -------- Facility may be designated for repayment pursuant to this Section 4.02 only on the last day of any Subsidiary Borrower from an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such prepayment, until Facility with Interest Periods ending on such date of required prepayment and all Incremental Term Base Rate Loans of the Company (other than the Incremental Term Loans of made pursuant to such Subsidiary Borrower) shall Facility have been paid in full. Each prepayment ; (ii) if any repayment of the Term Eurodollar Loans made pursuant to this a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be immediately converted into Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such --- ---- Loans; provided, that no repayment pursuant to Section 2.09(b4.02(A)(a) shall be -------- applied ratably to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of the Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's RL Percentage of Revolving Loans then outstanding. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon the occurrence of any of the events described in clauses (i) All amounts paid to the Administrative Agent pursuant to the provisions of Section 2.03(A)(b) or 5.07(c) are to be paid and applied by the Administrative Agent in the following order: (iia) First, to the pro rata payment (based on the respective proportions of such amounts owing under the Term Loans at such time) to all Term Lenders of all unpaid Deferred Interest Amounts, together with all accrued and unpaid interest on all such Deferred Interest Amounts, under the Term Loans on the date of payment; (b) Second, after payment of all amounts referred to in paragraph (a) of this Section 2.09(b), the amount of the required prepayment shall be applied firstsubsection, to the prepayment pro rata payment (based on the respective proportions of such amounts owing under the Term Loans at such time) to all Term Lenders of all other accrued and unpaid interest under the Term Loans on the date of payment; (c) Third, after payment of all amounts referred to in paragraphs (a) and to the extent provided in the applicable Incremental Amendment(b) of this subsection, to the Incremental pro rata payment (based on the respective proportions of such amounts owing under the Term Loans at such time) to all Term Lenders of all then unpaid Principal Amounts under the Term Loans; (if anyd) Fourth, after payment of all amounts referred to in paragraphs (a), (b) and (c) of this subsection, to the pro rata payment (based on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans respective proportions of such Borrower are entitled amounts owing under the PIK Loans at such time) to participate in such prepayments)all PIK Lenders of all accrued and unpaid interest (which, in each case ratably in accordance with for greater certainty will include without duplication, all accrued and unpaid interest on the respective then-outstanding aggregate amounts Principal Amount of such Loans, all unpaid Accreted Interest Amounts under such Loans and second, in all accrued and unpaid interest on all Accreted Interest Amounts under such Loans) under the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term PIK Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of payment; (e) Fifth, after payment of all amounts referred to in paragraphs (a), (b), (c) and (d) of this subsection, to the pro rata payment (based on the respective proportions of such prepaymentamounts owing under the PIK Loans at such time) to all PIK Lenders of all then unpaid Principal Amounts of the PIK Loans; and (f) Sixth, after payment of all amounts referred to in paragraphs (a), (b), (c), (d) and (e) of this subsection, and provided thatthat no Default or Event of Default has occurred and is continuing or would result therefrom, at its option exercised release of the balance, if any, of such amount to or as directed by notice the Borrower or as otherwise required by applicable law; 29 and all of the interest and principal payments required to be paid under paragraphs (a), (b), (c), (d), (e) and (f) of this subsection shall have become, and shall be conclusively deemed for all purposes to have become, due and payable on the applicable payment date set forth in Section 2.03(A)(b). (ii) All amounts paid to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal Agent pursuant to the installments provisions of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubtSection 2.03(A)(c), such prepayments are to be paid and applied by the Administrative Agent in the following order: (ia) pro rata First, to any unpaid Cash Flow Additional Interest; (b) Second, after payment of all payments due on the first subsequent amortization dateamounts referred to in paragraph (a) of this subsection, to any unpaid Deferred Prepayment Interest; (c) Third, after payment of all amounts referred to in paragraphs (a) and (iib) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingthis subsection, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion payment (based on the respective proportions of such amounts owing under the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding at such time) to the aggregate principal amount all Term Lenders of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus all unpaid Deferred Interest Amounts, together with all accrued and unpaid interest to on all Deferred Interest Amounts, under the Term Loans on the date of purchase payment; (d) Fourth, after payment of all amounts referred to in paragraph (a), (b) and (c) of this subsection, to the pro rata payment (based on the respective proportions of such amounts owing under the Term Loans at such time) to all Term Lenders of all other accrued and unpaid interest under the Term Loans on the date of payment; (e) Fifth, after payment of all amounts referred to in paragraphs (a), (b), (c) and (d) of this subsection, to the pro rata payment (based on the respective proportions of such amounts owing under the PIK Loans at such time) to all PIK Lenders of all accrued and unpaid interest (which, for greater certainty, will include without duplication all accrued and unpaid interest on the Principal Amount of such Loans, all unpaid Accreted Interest Amounts under such Loans and all accrued and unpaid interest on all Accreted Interest Amounts under such Loans) under the PIK Loans on the date of payment; (f) Sixth, after payment of all amounts referred to in paragraphs (a), (b), (c), (d) and (e) of this subsection, to the pro rata payment (based on the respective proportions of such amounts owing under the Term Loans at such time) to all Term Lenders of all then unpaid Principal Amounts under the Term Loans; and (g) Seventh, after payment of all amounts referred to in paragraphs (a), (b), (c), (d) and (f) of this subsection, and provided that no Default or paymentEvent of Default has occurred and is continuing or would result therefrom, release of the balance, if any, of such amount to or as directed by the Borrower or as otherwise required by applicable law; and all of the interest and principal payments required to be paid under paragraphs (a), (b), (c), (d), (e), (f), and (g) of this subsection shall have become, and shall be conclusively deemed for all purposes to have become, due and payable on the applicable payment date set forth in subsections (i), (ii), (iii), (iv), (v), (vi) and (vii) of Section 2.03(A)(c).

Application. Upon Each prepayment of Term Loans made and reduction of Revolving Commitments effected pursuant to this Section 6.3 shall occur on the occurrence of any date specified therefor, and if not so specified, on the Principal Payment Date immediately succeeding the date on which the amounts to be applied to the prepayment are transferred to the Prepayment Account in accordance with the provisions of the events described in clauses (i) or (ii) Financing Documents. Each prepayment of the Term Loans pursuant to this Section 2.09(b), the amount of the required prepayment 6.3 shall be applied to reduce the remaining Scheduled Principal Payments in inverse order of maturity. Amounts to be applied in connection with Term Loan prepayments and Revolving Commitment reductions made pursuant this Section 6.3 shall be applied, first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans6.8(d) and, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of reduce permanently the Revolving Credit Loans, without Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit Commitments; exceed the amount of the Total Revolving Commitments as so reduced, provided thatthat if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Exposure constitutes a portion thereof), at its option exercised by notice the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to under this Section 2.09(b6.3 (except in the case of Revolving Loans that are Base Rate Loans) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised accompanied by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentsuch prepayment on the amount prepaid.

Application. Upon the occurrence of any of the events described in clauses (i) or (ii) of this Amounts prepaid pursuant to Section 2.09(b), the amount of the required prepayment 3.1.1 shall be applied as set forth in this Section. (a) Subject to clause (b), each prepayment or repayment of the principal of the Loans shall be applied, to the extent of such prepayment or repayment, first, to the principal amount thereof being maintained as Base Rate Loans, and second, subject to the terms of Section 4.4, to the principal amount thereof being maintained as LIBO Rate Loans. (b) Each prepayment of Loans made pursuant to clause (a) of Section 3.1.1 shall be applied to the remaining amortization payments for the Term Loans, or the outstanding Revolving Loans, in such amounts as the Borrower shall determine. Each prepayment of the Loans made pursuant to clauses (d), (e), (f) and (g) of Section 3.1.1 shall be applied (i) first, pro rata to a prepayment of the outstanding principal amount of all Term Loans (with the amount of such prepayment of the Term Loans being applied (and x) to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full remaining amortization payments of the Term LoansLoans during the twelve-month period immediately following such prepayment, in direct order thereof, and (y) to such remaining payments scheduled thereafter pro rata thereto) and (ii) second, once all Term Loans have been repaid in full, pro rata to the repayment of the any outstanding Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice subject to the Administrative Agent, terms set forth in the case immediately succeeding clause (c), each Term Loan Lender entitled to receive any mandatory prepayment of its Loans under this clause may waive its right to receive any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such mandatory prepayment, until all Incremental and the aggregate amount of such prepayments so waived shall be offered to the Term Loans Loan Lenders that did not waive their rights to such prepayments for application in accordance with this clause. In no event shall prepayments of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this clauses (d), (e), (f) or (g) of Section 2.09(b) shall 3.1.1 be applied ratably to the installments thereof in accordance with reduction of the respective aggregate principal amounts Synthetic Facility Availability Amount. (c) So long as the Administrative Agent has received prior written notice from the Borrower of a mandatory prepayment that may be waived by the Term Loan Lenders pursuant to the immediately preceding clause (b), the Administrative Agent shall provide notice of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice mandatory prepayment to the Term Loan Lenders. Unless the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoingAgent shall otherwise so provide, in the event any Permitted First Lien Notes are outstanding, a Term Loan Lender does not notify the Administrative Agent in writing of its waiver of the right to the extent required by the indenture governing such Permitted First Lien Notes, a receive (i) its pro rata portion share of such mandatory prepayment; and (ii) its pro rata share (such pro rata share to be based on the Net Available Proceeds percentage obtained by dividing the principal amount of any Casualty Event or Disposition (with Term Loans held immediately prior to such portion not to exceed the ratio of mandatory prepayment by such Term Loan Lender by the aggregate principal amount of Term Loans outstanding held immediately prior to such mandatory prepayments by the Term Loan Lenders that do not waive their right to receive a portion of the mandatory prepayment described in this clause) of any portion (if any) of such mandatory prepayment that may be waived by Term Loan Lenders, within two Business Days of the providing of such notice by the Administrative Agent, the Administrative Agent may assume that such Term Loan Lender will receive its applicable pro rata share of such mandatory prepayment and such portion (if any) of such mandatory prepayment that has actually been waived by the Term Loan Lenders. It is understood and agreed by the Borrower that, notwithstanding receipt by the Administrative Agent of any such mandatory prepayment, the Term Loans shall not be deemed repaid, unless otherwise consented to by the Administrative Agent, until five Business Days have elapsed from the delivery to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% Administrative Agent of the principal amount thereof plus accrued and unpaid interest to notice described in the date last paragraph of purchase or paymentSection 3.1.1.

Application. Upon the occurrence (a) Each mandatory repayment of any of the events described in clauses Loans pursuant to Sections 4.02(A)(b) or (c) shall be applied: (i) or first, to repay Swingline Loans to the extent then outstanding; (ii) second, to prepay the principal of outstanding Revolving Loans (with a corresponding reduction to the Total Revolving Loan Commitment) on a PRO RATA basis based on the aggregate principal amount of all Revolving Loans outstanding at such time; (iii) third, to cash collateralize Letter of Credit Outstandings in an amount equal to such Letter of Credit Outstandings (with a corresponding reduction to the Total Revolving Loan Commitment); and (iv) fourth, to reduce the remaining (i.e., after giving effect to all prior reductions thereto, including, without limitation, the reductions theretofore effected pursuant to the preceding clauses (i)-(iii)) Total Revolving Loan Commitment on a PRO RATA basis based on the aggregate principal amount of the then Total Revolving Loan Commitment (it being understood and agreed that the amount of such reductions shall be deemed to be an application of proceeds for purposes of this Section 2.09(b4.02(B)(a)(iv) even though cash is not actually applied), . (b) All mandatory reductions to the amount Total Revolving Loan Commitment arising as a result of the required prepayment application of this Section 4.02(B) shall be applied first, to the prepayment reduce each of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) then- remaining Scheduled Commitment Reductions on a PRO RATA basis that is not greater (on a proportionate basisbased upon the then remaining principal amount of each such Scheduled Commitment Reduction after giving effect to all prior reductions thereto). (c) than With respect to each repayment of Loans required by this Section 4.02, the basis on Company may designate the Types of Loans which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondbe repaid and, in the case of the Company, after the prepayment in full of the Term Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, PROVIDED that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term and all Base Rate Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment ; (ii) if any repayment of the Term Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied ratably PRO RATA among such Loans. In the absence of a designa- tion by the Company as described in the preceding sentence, the Agent shall, subject to the installments thereof above, make such designation in accordance with its sole discretion. (d) Notwithstanding anything to the respective aggregate principal amounts of such installments contrary contained elsewhere in this Agreement, all outstanding Revolving Loans shall be repaid in full on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentFinal Maturity Date.

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses ----------- Section 2.10(a) shall be applied to prepay Loans and/or reduce Commitments as follows: (i) or (ii) of this Section 2.09(b)First, the amount of the required prepayment shall be applied firstto ----- the Term B Facility Loans pro rata to the remaining scheduled amortization --- ---- payments in respect thereof. (ii) Second, after such time as the Term B Facility Loans are no ------ longer outstanding, the Revolving Loans shall be repaid in an amount equal to the remaining amount of any such required prepayment that would have been applied to the Term B Facility Loans (at the same time that the prepayment of the Term B Facility Loans would have been made and assuming an unlimited amount thereof then outstanding). (and to the extent provided in the applicable Incremental Amendmentiii) Third, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans after application of such Borrower are entitled to participate in such prepayments), in each case ratably prepayments in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied ----- clauses (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata above, Borrower shall be permitted to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full)retain any such remaining excess. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid then next- expiring Interest Period for LIBOR Loans (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon the occurrence of any of the events described in clauses (i) or (ii) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans (if any) of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; Commitments provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental such Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans of any Class made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; , provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates immediately following the date of such prepayment to such installments in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.

Application. Upon (a) Each mandatory repayment of Loans pursuant to Section 5.02(A)(d) through (j) shall be applied to prepay the occurrence principal of outstanding Term Loans (or if the Initial Borrowing Date has not yet occurred, as a mandatory reduction to the Total Term Loan Commitment), which prepayments (and mandatory reductions to the Term Loan Commitment) shall be applied to reduce the then remaining Scheduled Term Loan Repayments on a pro rata basis based upon the then remaining Scheduled Term Loan Repayments after giving effect to all prior reductions thereto (it being understood and agreed that the amount of any reduction to the Total Term Loan Commitment shall be deemed to be an application of the events described in clauses (i) or (ii) proceeds for purposes of this Section 2.09(b5.02(B)(a)(i) even though cash is not actually applied). (b) With respect to each repayment of Loans required by this Section 5.02, the amount Borrower may designate the Types of the required prepayment shall Loans which are to be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondrepaid and, in the case of Eurodollar Loans, the Company, after the prepayment in full specific Borrowing or Borrowings of the Term Loans, respective Tranche pursuant to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitmentswhich made; provided that, at its option exercised by notice : (i) repayments of Eurodollar Loans pursuant to this Section 5.02 may only be made on the Administrative Agent, in the case last day of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until an Interest Period applicable thereto unless all Incremental Term Eurodollar Loans of the Company (other than the Incremental Term respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of such Subsidiary Borrower) shall the respective Tranche have been paid in full. Each prepayment , in which case the Borrower shall pay to the Administrative Agent for the benefit of the Term Banks any compensation required to be paid pursuant to Section 2.11; (ii) if any repayment of Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a single Borrowing shall be applied ratably pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the installments thereof above, make such designation in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice sole discretion. (c) Notwithstanding anything to the Administrative Agentcontrary contained elsewhere in this Agreement, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due then outstanding Term Loans shall be repaid in full on the first subsequent amortization date, Term Loan Maturity Date and (ii) pro rata to all payments due then outstanding Revolving Loans shall be repaid in full on each subsequent amortization date in order of maturity, the Revolving Loan Maturity Date. (d) All prepayments made under this subsection (B) shall be made together with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentsuch prepayment on the principal amount prepaid.

Application. Upon the occurrence The amount of any of the events mandatory prepayments described in Section 2.10(a) shall be applied to prepay Loans as follows: (i) First, to the outstanding Term Loans in order of amortization, in amounts and to Tranches, all as directed by Borrower; provided that mandatory prepayments may not be directed to a later maturing Class of Term Loans without at least pro rata repayment of any related earlier maturing Class of Term Loans; (ii) Second, after such time as no Term Loans or Permitted First Priority Refinancing Debt remain outstanding, to prepay all outstanding Revolving Loans (in each case, without any reduction in Revolving Commitments); and (iii) Third, after application of prepayments in accordance with clauses (i) or and (ii) of this Section 2.09(b)above, the amount of the required prepayment Borrower shall be applied firstpermitted to retain any such remaining excess. Notwithstanding the foregoing, any Lender holding Term Loans may elect, by written notice to Administrative Agent at least one (1) Business Day prior to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendmentdate, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans decline all or any portion of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts any prepayment of such Loans, and second, in the case of the Company, after the prepayment in full of the its Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) 2.10. Any such amounts rejected by such Lenders shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of retained by Borrower (any such installments outstanding on the date of such prepayment; provided thatretained amounts, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full“Declined Amounts”). Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid then next-expiring Interest Period for LIBOR Loans (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon the occurrence (a) Each mandatory repayment of any of the events described in clauses Term Loans required pursuant to Section 4.02(A)(d), (ie) or (iif) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of the Revolving Credit Commitments; provided that, at its option exercised by notice each such Scheduled Repayment) and each mandatory repayment of Term Loans required pursu- ant to Section 4.02(g) shall be applied to the Administrative Agent, then remaining Scheduled Repayments in the case direct order of any prepayment maturity. (b) With respect to each repayment of Loans required by the Companythis Section 4.02, the Company may elect Borrower shall designate the Types of Loans which are to exclude be repaid and the Incremental Term Loans of any Subsidiary specific Borrowing(s) under the affected Facility pursuant to which made, provided that (i) the Borrower from such prepayment, until shall first so designate all Incremental Term Loans of the Company (respective Facility that are Base Rate Loans and Eurodollar Loans with Interest Periods ending on the date of repayment prior to designating any other than the Incremental Term Eurodollar Loans of such Subsidiary BorrowerFacility for repayment, (ii) shall have been paid in full. Each prepayment if the outstanding principal amount of the Term Eurodollar Loans made pursuant to this Section 2.09(ba Borrowing is reduced below the applicable Minimum Borrowing Amount as a result of any such prepayment, then all the Loans outstanding pursuant to such Borrowing shall be converted into Base Rate Loans, and (iii) each prepayment of any Loans made pursuant to a Borrowing shall be applied ratably pro rata among such Loans. In the --- ---- absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses (i) or (ii) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b2.10(a) shall be applied ratably to prepay Loans as follows: (i) First, to the installments thereof in accordance with the respective aggregate principal amounts reduction of such installments outstanding Amortization Payments on the date Loans required by Sections 3.01(a) and (b) on a pro rata basis among each Tranche of such prepayment; provided thatLoans, at its option exercised by notice subject to any Declined Amounts, and then to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the remaining principal installments of such Loans due on the next four scheduled amortization dates with respect thereto in direct order of maturity over the next succeeding four (for 4) quarterly installments and, thereafter, on a pro rata basis; provided, that each such prepayment shall, subject to the avoidance last paragraph of doubtthis Section 2.10(b), be applied to such Loans that are ABR Loans to the fullest extent thereof before application to Loans that are LIBOR Loans, and such prepayments are of LIBOR Loans shall be applied in a manner that minimizes the amount of any payments required to be applied made by Borrower pursuant to Section 5.05; and (ii) Second, after application of prepayments in accordance with clause (i) pro rata above, Borrower shall be permitted to all payments due on retain any such remaining excess. Notwithstanding the first subsequent amortization foregoing, any Lender may elect, by written notice to Administrative Agent at least one (1) Business Day prior to the prepayment date, and (ii) pro rata to decline all payments due on each subsequent amortization date or any portion of any prepayment of its Term Loans, pursuant to this Section 2.10, in order which case the aggregate amount of maturity, with no payments being the prepayment that would have been applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in fullprepay such Term Loans, but was so declined shall be ratably offered to each Lender that initially accepted such prepayment. Any such re-offered amounts rejected by such Lenders shall be retained by Borrower (any such retained amounts, “Declined Amounts”). Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid then next-expiring Interest Period for LIBOR Loans (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon With respect to each prepayment of Loans required by Section 3.02(A), the occurrence Borrower may designate the Types of any of Loans which are to be prepaid and the events described in clauses specific Borrowing(s) under the affected Facility pursuant to which made, provided that (i) or if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; (ii) except for the differing treatments of Defaulting Lenders and Non-Defaulting Lenders as expressly provided in Section 3.02(A)(a), each prepayment of any Loans under a Facility made pursuant to a given Borrowing shall be applied pro rata among such Loans; (iii) repayments of Eurodollar Loans pursuant to this Section 3.02 may only be made on the last day of an Interest Period applicable thereto unless (x) all Eurodollar Loans of the respective Facility with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Facility have been paid in full and/or (y) concurrently with such repayment, the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. Notwithstanding the foregoing provisions of this Section 2.09(b3.02, if at any time the mandatory repayment of Loans pursuant to this Section 3.02 would result, after giving effect to the procedures set forth in clause (iii) of the second preceding sentence, in the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (any such Eurodollar Loans, “Affected Loans”), the amount Borrower may (in lieu of the required prepayment shall be applied firstmaking such payment) elect, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by written notice to the Administrative Agent, in to have the case provisions of the following sentence be applicable. At the time any prepayment by the CompanyAffected Loans are otherwise required to be prepaid, the Company Borrower may elect to exclude deposit 100% (or such lesser percentage elected by the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans as not being repaid) of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall principal amounts that otherwise would have been paid in full. Each prepayment respect of the Term Affected Loans made with the Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to this Section 2.09(b) shall a cash collateral agreement to be applied ratably to the installments thereof entered into in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice form and substance satisfactory to the Administrative Agent, the relevant Borrower may elect to apply an amount of with such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are cash collateral to be applied released from such cash collateral account (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding repay the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingEurodollar Loans) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% upon each occurrence thereafter of the principal last day of an Interest Period applicable to Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount thereof plus accrued to be so released and unpaid interest applied on the last day of each Interest Period to be the date amount of purchase or paymentsuch Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account).

Application. Upon the occurrence Prepayments and reductions of any of the events Com- mitments described in clauses the above paragraphs of this Section 2.10 shall be effected as follows: (i) or (ii) of this Section 2.09(b)first, the amount of the required prepayment specified in such paragraphs shall be applied first, to the prepayment of the Facility A and Facility B Term Loans (and then outstanding, such prepayment to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of be allocated between each such Borrower are entitled to participate in such prepayments), in each case ratably Class in accordance with their respective Prepayment Percentages until the respective then-outstanding aggregate amounts princi- pal of such Loans, and secondthe Facility A Term Loans shall have been paid in full and, in the case of the CompanyLoans of each such Class, after allocated ratably to the prepayment respective installments thereof; (ii) second, following the payment in full of the Facility A Term Loans, the amount of such prepayment shall be applied to the repayment Revolving Credit Loans and Facility B Term Loans then outstanding, such prepayment to be al- located between each such Class in accordance with their respective Prepayment Percentages (and, in the case of each such prepayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of the Revolving Credit Commit- ments shall be concurrently reduced in an amount equal to the amount of such required prepayment), such prepayment (in the case of the Facility B Loans) to be allocated rat- ably to the respective installments thereof, provided that, if at the time the amount of such prepayment re- quired to be allocated to the Revolving Credit Loans shall exceed the then aggregate outstanding principal amount of such Loans, such Credit Agreement excess shall be allocated to the Facility B Term Loans outstanding (with the Revolving Credit Commitments being concurrently reduced in an amount equal to the amount of such excess prepayment of the Facility B Term Loans); (iii) third, following the payment in full of the Facility A and Facility B Term Loans, the amount of such prepayment shall be applied to the Revolving Credit Loans (and the aggregate principal amount of such Permitted First Lien Notes outstanding) may the Revolving Credit Commitments shall be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal concurrently reduced in an amount thereof plus accrued and unpaid interest equal to the date amount of purchase or paymentsuch prepayment); and (iv) fourth, to the extent that, after giving effect to any reduction of Revolving Credit Commitments and pre- payment of Revolving Credit Loans provided for in clause (iii) above, the aggregate amount of all Letter of Credit Liabilities would exceed the Revolving Credit Commitments, the Company shall provide cover for Letter of Credit Li- abilities as specified in paragraph (f) below, in an ag- gregate amount equal to such excess.

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses Section 2.10(a) shall be applied as follows: (i) or (ii) of this Section 2.09(b)FIRST, the amount of the required prepayment shall be applied firstto the reduction of Amortization Payments on the Term Loans required by Section 3.01(b) pro rata among the Term Loan Tranches based upon the remaining unpaid amounts thereof and, as to each such Term Loan Tranche, the amount to be applied thereto shall be applied in inverse order of maturity to the remaining Amortization Payments of such Term Loan Tranche; and (ii) SECOND, after such time as no Term Loans remain outstanding, Revolving Credit Commitments shall be permanently reduced (at the same time that the prepayment of the Term Loans would have been made and assuming an unlimited amount thereof then outstanding) PRO RATA in an amount equal to the remaining amount of any such required prepay- ment that would have been applied to the Term Loans (assuming an unlimited amount thereof then outstanding) and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Companythat, after giving effect to such reduction, the prepayment in full aggregate principal amount of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction PLUS the aggregate principal amount of Swing Loans, PLUS the aggregate amount of all Letter of Credit Liabilities would exceed the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative AgentBorrower shall, FIRST, prepay outstanding Revolving Credit Loans, SECOND, prepay outstanding Swing Loans and, THIRD, provide cover for Letter of Credit Liabilities as specified in Section 2.10(d), in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective an aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full)excess. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid interest then next-expiring Interest Period for LIBOR Loans or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon the occurrence of any of the events described in clauses (ia) or (ii) of this Section 2.09(b), the Any amount of the required prepayment shall to be applied first, to the prepayment of the A Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the or B Term Loans, as the case may be, shall apply to the repayment of the Revolving Credit outstanding principal amount of A Term Loans and B Term Loans, without reduction respectively, of the Revolving Credit Commitments; provided thatrespective Facility. (b) All repayments of A Term Loans and B Term Loans pursuant to Section 4.02(A)(c), at its option exercised (d), (e) or (f) shall be applied to reduce the then remaining Scheduled Repayments of the respective Facility PRO RATA based on the then remaining Scheduled Repayments of the respective Facility. (c) With respect to each repayment of Loans required by notice to the Administrative Agent, in the case of any prepayment by the Companythis Section 4.02, the Company Borrower may elect designate the Types of Loans which are to exclude be repaid and the Incremental Term specific Borrowing(s) under the affected Facility pursuant to which made; PROVIDED that (i) Eurodollar Loans made pursuant to a specific Facility may be designated for repayment pursuant to this Section 4.02 only on the last day of any Subsidiary Borrower from an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such prepayment, until Facility with Interest Periods ending on such date of required prepayment and all Incremental Term Base Rate Loans of the Company (other than the Incremental Term Loans of made pursuant to such Subsidiary Borrower) shall Facility have been paid in full. Each prepayment ; (ii) if any repayment of the Term Eurodollar Loans made pursuant to this a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be immediately converted into Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; PROVIDED that no repayment pursuant to Section 2.09(b4.02(A)(a) shall be applied ratably to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of the Revolving Loans of any NonDefaulting Bank exceeds such Non-Defaulting Bank's Revolving Percentage of Revolving Loans then outstanding. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon the occurrence of any of the events described in clauses (i) or Each mandatory repayment of Loans pursuant to Sections 4.02(A)(h) through 4.02(A)(k), inclusive, shall be applied to repay the principal of outstanding A Term Loans, B Term Loans, C Term Loans and D Term Loans pro rata based on the then applicable A Facility Percentage, B Facility Percentage, C Facility Percentage and D Facility Percentage; (ii) each mandatory repayment of this Section 2.09(b), the amount any Tranche of the required prepayment Term Loans arising pursuant to Sections 4.02(A)(h) or (k) shall be applied (x) first, to the prepayment extent any portion of the any Scheduled Repayment of such Tranche of Term Loans for the twelve months immediately following the date of such prepayment remains unpaid, to reduce the then remaining Scheduled Repayments of such Tranche of Term Loans to occur in such twelve month period in direct order of maturity and (and y) second, to the extent provided in remaining after the applicable Incremental Amendmentapplications pursuant to the preceding clause (x), to reduce each of the Incremental then remaining Scheduled Repayments of such Tranche of Term Loans (if any) on a pro rata basis that is not greater (based upon the then remaining principal amount of each such Scheduled Repayment of the respective Tranche of Term Loans after giving effect to all prior reductions thereto) and (iii) each mandatory repayment of any Tranche of Term Loans arising pursuant to Sections 4.02(A)(i) or (j) shall be applied to reduce each of the then remaining Scheduled Repayments of such Tranche of Term Loans on a proportionate basis) than pro rata basis (based upon the basis on which then remaining principal amount of each such Scheduled Repayment of the other then outstanding respective Tranche of Term Loans after giving effect to all prior reductions thereto). (b) With respect to each repayment of such Borrower Loans required by this Section 4.02, the Company may designate the Types of Loans which are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondbe repaid and, in the case of the Company, after the prepayment in full of the Term Eurodollar Loans, the specific Borrowing or Borrowings pursuant to the repayment of the Revolving Credit Loanswhich made, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice : (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the Administrative Agent, in the case last day of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until an Interest Period applicable thereto unless all Incremental Term Eurodollar Loans of the Company (other than the Incremental Term respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of such Subsidiary Borrower) shall the respective Tranche have been paid in full. Each prepayment ; (ii) if any repayment of the Term Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied ratably pro rata among such Loans. In the absence of a designation by the Company as described in the preceding sentence, the Administrative Agent shall, subject to the installments thereof above, make such designation in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice sole discretion. (c) Notwithstanding anything to the Administrative Agentcontrary contained elsewhere in this Agreement, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due then outstanding A Term Loans shall be repaid in full on the first subsequent amortization dateA Term Loan Maturity Date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of then outstanding B Term Loans shall be repaid in full on the B Term Loan Maturity Date, (iii) all then outstanding to C Term Loans shall be repaid in full on the aggregate principal amount of such Permitted First Lien Notes outstandingC Term Loan Maturity Date, (iv) may all then outstanding D Term Loans shall be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of repaid in full on the principal amount thereof plus accrued D Term Loan Maturity Date and unpaid interest to (v) all then outstanding Revolving Loans shall be repaid in full on the date of purchase or paymentRevolving Loan Maturity Date.

Application. Upon Each Guarantor hereby agrees with each Secured Party as follows: Each Guarantor agrees that all payments made by such Guarantor hereunder will be made in Dollars to the occurrence of any Administrative Agent, without setoff, counterclaim or other defense and in accordance with Sections 4.6 and 4.7 of the events described Credit Agreement, free and clear of and without deduction for any Taxes, each Guarantor hereby agreeing to comply with and be bound by the provisions of Sections 4.6 and 4.7 of the Credit Agreement in clauses (i) or (ii) respect of all payments made by it hereunder and the provisions of which Sections are hereby incorporated into and made a part of this Section 2.09(b)Guaranty by this reference as if set forth herein; PROVIDED, that references to the amount of the required prepayment "Borrower" in such Sections shall be deemed to be references to each Guarantor, and references to "this Agreement" in such Sections shall be deemed to be references to this Guaranty. All payments made hereunder shall be applied firstupon receipt FIRST, to the prepayment payment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate any amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice payable to the Administrative Agent, in its capacity as Administrative Agent, pursuant to Section 10.3 of the Credit Agreement; SECOND, to the equal and ratable payment of the Obligations, applied, as to each Secured Party: (A) first to fees then due to such Secured Party, (B) then to interest due to such Secured Party, (C) then to the Cash Collateralization of all Letter of Credit Outstandings, (D) then to principal of the Loans owing to, or to reduce the "credit exposure" of, such Secured Party with respect to such Loan or under such Rate Protection Agreement, as the case may be, and (E) then to the remaining outstanding Obligations, including without duplication of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been amounts paid in full. Each prepayment of the Term Loans made pursuant to this clause, to the amount owing pursuant to Section 2.09(b) 10.4 of the Credit Agreement and Sections 26 and 33 of the Gold Consignment Agreement; and THIRD, to the Guarantors or to whomsoever may be lawfully entitled to receive such surplus. For purposes of this Guaranty, the "credit exposure" at any time of any Secured Party with respect to a Rate Protection Agreement to which such Secured Party is a party shall be applied ratably to the installments thereof determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements, taking into account potential interest rate movements and the respective aggregate termination provisions and notional principal amounts amount and term of such installments outstanding on Rate Protection Agreement. DESIGNATED SENIOR INDEBTEDNESS. CBI hereby specifically designates and affirms that its Obligations under this Guaranty are "Designated Senior Indebtedness" for the date of such prepayment; provided thatpurposes of, at its option exercised by notice to the Administrative Agentand as defined in, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentCBI Indenture.

Application. Upon (a) The undersigned (the occurrence "Purchaser"), intending to be legally bound, hereby agrees to purchase, an aggregate of any 750,000 shares (the "Shares") of the events described in clauses common stock (i) or (iithe "Common Stock") of this Section 2.09(bNews Communications, Inc. (the "Company"), at a purchase price of $1.00 per Share, subject to adjustment as provided below. The Purchaser shall purchase 500,000 Shares no later than April 30, 2001 and the amount balance of 250,000 Shares from time to time as the Company's capital needs require but in no event later than July 31, 2001. Payment of the required prepayment purchase price for the Shares shall be applied firstmade by wire transfer of immediately available funds. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES ACT OF ANY STATE. THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) OF THE SECURITIES ACT. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. (b) In addition, in consideration for the Purchaser's subscription for the Shares, the Company hereby issues to the prepayment Purchaser an additional 250,000 shares of the Term Loans Company's Common Stock (the "Adjustment Shares") which ▇.▇. ▇▇▇▇▇ Investment Banking Corp. ("▇▇▇▇▇") is purchasing on the date hereof and is contributing to NCI. In the extent provided in event that on the applicable Incremental Amendmentsecond anniversary of the date of this Agreement, the Fair Market Value of the equity securities of the Company is equal to the Incremental Term Loans or greater than $46,000,000 (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepaymentsan "Adjustment Event"), then the Purchaser agrees to transfer the Adjustment Shares (or any securities received in each case ratably in accordance with respect of the respective then-outstanding aggregate amounts of such LoansAdjustment Shares) to ▇▇▇▇▇; provided, and secondhowever, in the case event that the Company has consummated the transaction described in paragraph 6 of the Companythat certain letter agreement dated May 8, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised 2001 by notice to the Administrative Agent, in the case of any prepayment by and among the Company, the Company may elect Purchaser and certain other parties thereto, including ▇▇▇▇▇ (the "Letter Agreement"), the Purchaser shall deliver to exclude ▇▇▇▇▇ the Incremental Term Loans number of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans shares of Newco Common Stock (as defined in the Company (other than Letter Agreement) that ▇▇▇▇▇ would have receive had it owned the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding Adjustment Shares on the date of such prepayment; provided that, at its option exercised by notice the consummation of the transaction between the Company and Newco and the Company shall issue to ▇▇▇▇▇ the Administrative Agent, Subordinated Notes (as defined in the relevant Borrower may elect to apply an amount of such prepayment equal to Letter Agreement) or other consideration that ▇▇▇▇▇ would have received had it owned the installments of such Loans due Adjustment Shares on the next four scheduled amortization dates in direct order date of maturity (the consummation of the transaction between the Company and Newco. The Company and the Purchaser intend for the avoidance of doubt, such prepayments are ▇▇▇▇▇ to be applied a third party beneficiary of their obligations set forth in this Section 1(b) (c) For purposes of this Agreement, "Fair Market Value" of the equity securities of the Company shall mean, as applicable (i) pro rata to all payments due the last sale price on the first subsequent amortization date, and relevant date quoted on the Nasdaq Stock Market; (ii) pro rata to all payments due the average of the high bid and low asked prices on each subsequent amortization the relevant date in order of maturityquoted on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, Inc. or a comparable service as determined in the event any Permitted First Lien Notes are outstandingBoard of Directors discretion; or (iii) if no public trading of the Common Stock exists on the relevant date, to the extent required then Fair Market Value shall be determined by an independent nationally recognized appraiser selected by the indenture governing such Permitted First Lien Notes, a pro rata portion Board of Directors of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentCompany.

Application. Upon the occurrence (a) All repayments of any of the events described in clauses A Term Loans, B Term Loans and C Term Loans pursuant to Section 4.02(A)(c), (d), (e), (f), (g) or (i) or (ii) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to reduce the prepayment then remaining Scheduled Repayments of the Term respective Facility pro --- rata based on the then remaining Scheduled Repayments of the respective ---- Facility. (b) With respect to each repayment of Loans (and to the extent provided in required by this Section 4.02, the applicable Incremental AmendmentBorrower may designate the Types of Loans which are to be repaid and the specific Borrowing(s) under the affected Facility pursuant to which made; provided, that (i) Eurodollar Loans made pursuant to a specific -------- Facility may be designated for repayment pursuant to this Section 4.02 only on the Incremental Term last day of an Interest Period applicable thereto unless all Eurodollar Loans (if any) made pursuant to such Facility with Interest Periods ending on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term such date of required prepayment and all Base Rate Loans of made pursuant to such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall Facility have been paid in full. Each prepayment ; (ii) if any repayment of the Term Euro Rate Loans made pursuant to this a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be immediately converted into Base Rate Loans (or repaid in the case of B Revolving Loans and B Swingline Loans); and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; --- ---- provided, that (x) no repayment pursuant to Section 2.09(b4.02(A)(a)(i) shall be -------- applied to any A Revolving Loans of a Defaulting Bank at any time when the aggregate amount of the A Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's A RL Percentage of all A Revolving Loans then outstanding and (y) no repayment pursuant to Section 4.02(A)(a)(ii) shall be applied ratably to any B Revolving Loans of a Defaulting Bank at any time when the aggregate amount of the B Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's B RL Percentage of all B Revolving Loans then outstanding. In the absence of a designation by a Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon the occurrence of any of the events described in clauses (ia) or Each mandatory repayment required to be made pursuant to Sections 4.02(A)(c) (ii) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided relating to Asset Sales as described in clause (z) of the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepaymentsdefinition thereof), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, (d) and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(bf) shall be applied ratably to the installments thereof in accordance with the respective aggregate outstanding principal amounts of such installments outstanding on the date of such prepayment; provided thatTerm Loans (1) first, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity to those Scheduled Repayments which will be due and payable within 24 months after the date of the respective repayment and (2) second, to the extent in excess thereof, to the then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment after giving effect to all prior reductions thereto). Each mandatory repayment pursuant to Section 4.02(A)(c) (to the extent relating to Asset Sales other than those described in clause (z) of the definition thereof) shall be applied (1) first, at the Borrower’s election (delivered in writing to the Administrative Agent) to repay outstanding principal of Revolving Loans (with no corresponding reduction to the Revolving Commitments) (although, (x) no election may be made pursuant to this clause (1) with respect to any mandatory repayment required to be made as a result of the receipt of Net Cash Proceeds from any sale of assets made pursuant to sub-clause (A) of Section 8.02(f), and (y) for all other repayments made pursuant to this sentence, not more than $25,000,000 in the avoidance aggregate may be applied (or elected to be applied) pursuant to this clause (1)), and (2) second, to the extent in excess of doubtthe amount to be applied pursuant to preceding clause (1), to repay principal of the then outstanding Term Loans, which repayment shall be applied (x) first, in direct order of maturity to those Scheduled Repayments which will be due and payable within 24 months after the date of the respective repayment and (y) second, to the extent in excess thereof, to the then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment after giving effect to all prior reductions thereto). Each mandatory repayment required to be made pursuant to Section 4.02(A)(e) shall be applied to the then outstanding principal of Term Loans to reduce the remaining Scheduled Repayments in the manner directed by the Borrower to the Administrative Agent in writing, provided that if no such written direction is given on or prior to the respective Excess Cash Payment Date with respect to the application of any such mandatory repayment of Term Loans, such prepayments repayment shall be applied (x) first, in direct order of maturity to those Scheduled Repayments which will be due and payable within 24 months after the date of such mandatory repayment and (y) second, to the extent in excess thereof, to the then remaining Scheduled Repayments on a pro rata basis (based on the then remaining unpaid principal amount of such Scheduled Repayments after giving effect to all prior reductions thereto). (b) With respect to each prepayment of Loans required by Section 4.02, the Borrower may designate the Types of Loans which are to be applied prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made provided that (i) pro rata if any prepayment of Eurodollar Loans made pursuant to all payments due on a single Borrowing shall reduce the first subsequent amortization dateoutstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; and (ii) except for differing treatments of Defaulting Lenders and Non-Defaulting Lenders as expressly provided in Section 4.02(A)(a), each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata to all payments due on each subsequent amortization date in order among such Loans. In the absence of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding a designation by the foregoing, Borrower as described in the event any Permitted First Lien Notes are outstandingpreceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon Notwithstanding anything to the occurrence of any of the events described contrary contained in clauses this Agreement, (i) Cash Collateral or other credit support (iiand proceeds thereof) provided by any Defaulting Lender or Impacted Lender pursuant to Section 2.03 or 2.04 to support the obligations of this Section 2.09(b), the amount such Lender in respect of the required prepayment Letters of Credit or Swing Line Loans shall be applied held and applied, first, to fund the prepayment L/C Advances of such Lender, such Lender’s funding of participations in Swing Line Loans, or such Lender’s Applicable Percentage of Base Rate Committed Loans used to repay L/C Borrowings, L/C Advances or Swing Line Loans with respect to which such collateral or other credit support was provided, as applicable, and, second, to fund (x) the L/C Advances of such Lender, such Lender’s funding of participations in Swing Line Loans, or such Lender’s Applicable Percentage of Base Rate Committed Loans used to repay L/C Borrowings, L/C Advances or Swing Line Loans, as applicable, and (y) any interest accrued for the benefit of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made L/C Issuer or Swing Line Lender pursuant to this Section 2.09(bSections 2.03(c)(vi) shall be applied ratably and 2.04(c)(iii) allocable to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization dateLender, and (ii) pro rata Cash Collateral and other credit support (and proceeds thereof) otherwise provided by or on behalf of any Loan Party under Section 2.03, 2.04, 2.05(c) or 8.02(c) to all payments due on each subsequent amortization date in order of maturitysupport L/C Obligations shall be held and applied, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingfirst, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion satisfaction of the Net Available Proceeds of any Casualty Event specific L/C Obligations, Swing Line Loans or Disposition (with such portion not obligations to exceed the ratio fund participations therein of the aggregate principal amount of Term Loans outstanding applicable Defaulting Lender or Impacted Lender for which the Cash Collateral or other credit support was so provided and, second, if remedies under Section 8.02 shall have been exercised, to the aggregate principal amount application of such Permitted First Lien Notes outstandingcollateral or other credit support (or proceeds thereof) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentany other Obligations in accordance with Section 8.03.

Application. Upon the occurrence of any of the events described in clauses Each amount required to be applied pursuant to Section 4.02(c), (id), (e), (f) or (iig) of in accordance with this Section 2.09(b4.02(i) shall be applied to repay the outstanding principal amount of Term Loans on a pro rata basis; provided, that any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans may be prepaid on a less (but not greater than) pro rata basis if agreed by the Lenders holding such Loan; provided, further, if at the time any amount is required to be paid pursuant to Section 4.02(c), (d), (e) or (f), the Borrower is required to offer to repurchase or prepay Indebtedness secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with any Net Cash Proceeds of any Recovery Event, Net Sale Proceeds of any Asset Sale, or with any Excess Cash Flow (such pari passu Indebtedness required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds, Net Sale Proceeds or Excess Cash Flow on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds, Net Sale Proceeds or Excess Cash Flow allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds, Net Sale Proceeds or Excess Cash Flow required prepayment to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds, Net Sale Proceeds or Excess Cash Flow shall be applied first, allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans repurchase or prepayment of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such LoansOther Applicable Indebtedness, and second, in the case amount of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made that would otherwise have been required pursuant to this Section 2.09(b) 4.02 as applicable, shall be applied ratably reduced accordingly; provided, further, that to the installments thereof extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepaymentterms hereof; provided provided, further, that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are Declined Proceeds shall not be required to be applied (i) pro rata to all payments due on repay the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate outstanding principal amount of Term Loans outstanding and may be retained by the Borrower and may be used for any legal purpose permitted under this Agreement. The amount of each principal repayment of Term Loans made as required by Section 4.02(c), (d), (e), (f) or (g) shall be applied to reduce the aggregate then remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal amount of each such Permitted First Lien Notes outstanding) may be applied Scheduled Term Loan Repayment after giving effect to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentall prior reductions thereto).

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses Section 2.10(a) shall be applied as follows: (i) or (ii) of this Section 2.09(b)FIRST, the amount of the required prepayment shall be applied firstto the reduction of Amortization Payments on the Term Loans required by Section 3.01(b) PRO RATA among the Term Loan Tranches based upon the remaining unpaid amounts thereof and, as to each such Tranche A Term Loan, the amount to be applied PRO RATA to the remaining Amortization Payments thereof based on the remaining unpaid amounts thereof and as to each such Tranche B Term Loan and Tranche C Term Loan, the amount to be applied thereto shall be applied in inverse order of maturity to the remaining Amortization Payments of such Tranche B Term Loan and Tranche C Term Loan; and (ii) SECOND, after such time as no Term Loans remain outstanding, Revolving Credit Commitments shall be permanently reduced (at the same time that the prepayment of the Term Loans would have been made and assuming an unlimited amount thereof then outstanding) PRO RATA in an amount equal to the remaining amount of any such required prepayment that would have been applied to the Term Loans (assuming an unlimited amount thereof then outstanding) and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Companythat, after giving effect to such reduction, the prepayment in full aggregate principal amount of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction PLUS the aggregate principal amount of Swing Loans, PLUS the aggregate amount of all Letter of Credit Liabilities would exceed the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative AgentBorrower shall, FIRST, prepay outstanding Revolving Credit Loans, SECOND, prepay outstanding Swing Loans and, THIRD, provide cover for Letter of Credit Liabilities as specified in Section 2.10(d), in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective an aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full)excess. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid interest then next-expiring Interest Period for LIBOR Loans or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon the occurrence of any of the events described in clauses (ia) or (ii) of this Section 2.09(b), the Any amount of the required prepayment shall to be applied first, to the prepayment of the A Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the B Term Loans, as the case may be, shall apply to the repayment of the Revolving Credit outstanding principal amount of A Term Loans and B Term Loans, without reduction respectively of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case respective Facility. (b) All repayments of any prepayment by the Company, the Company may elect to exclude the Incremental A Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental and B Term Loans shall be applied, if required pursuant to Section 4.02(A)(c),(d),(e),(f),(g) or (h), to reduce the then remaining Scheduled Repayments of the Company respective Facility pro rata based on --- ---- the then remaining Scheduled Repayments of the respective Facility. (other than c) Loans made pursuant to a specific Facility may be designated for repayment pursuant to this Section 4.02 only on the Incremental Term last day of an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such Facility with Interest Periods ending on such date of required prepayment and all Base Rate Loans made pursuant to such Subsidiary Borrower) shall Facility have been paid in full. Each prepayment ; (ii) if any repayment of the Term Eurodollar Loans made pursuant to this a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be immediately converted into Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided, that no --- ---- -------- repayment pursuant to Section 2.09(b4.02(A) (a) shall be applied ratably to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of the Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's RL Percentage of Revolving Loans then outstanding. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. Notwithstanding the respective aggregate principal amounts foregoing provisions of such installments outstanding this Section 4.02(B)(c), if at any time the mandatory prepayment of Loans pursuant to Section 4.02(A)(c), (d), (e), (g) or (h) would result, after giving effect to the procedures set forth above in this clause (c), in the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being repaid other than on the date last day of such prepayment; provided thatan Interest Period applicable thereto (the "Affected Eurodollar Loans"), at its option exercised by notice to then the Administrative Agent, the relevant Borrower may elect in its sole discretion initially deposit a portion (up to apply an amount 100%) of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates amounts that otherwise would have been paid in fullrespect of the Affected Eurodollar Loans with the Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Agent, with such cash collateral to be released from such cash collateral account upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Loans that are Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the repay an aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest Loans equal to the date of purchase or paymentAffected Eurodollar Loans not initially repaid pursuant to this sentence.

Application. Upon the occurrence of any of the events described in clauses (i) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.15 or 9.02 in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swingline Loans, obligations to fund participations therein (including, as to Lender Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (ii) Notwithstanding anything to the contrary contained in this Agreement, if any Loan Party delivers Borrower Cash Collateral pursuant to Section 2.14(a) to cover Fronting Exposure attributable to a Defaulting Lender, (A) such Borrower Cash Collateral shall secure only the Borrower’s L/C Obligations and Obligations in respect of this Swingline Loans, as the case may be, and not any obligation of such Defaulting Lender and (B) in the event the Borrower fails to make timely payment of an Unreimbursed Amount in respect of a Letter of Credit or to repay a Swingline Loan when due, or the Lenders are required to fund Loans under Section 2.09(b2.03(c)(ii) or Section 2.04(c)(i) in respect of any Unreimbursed Amount or Swingline Loan or to fund L/C Advances under Section 2.03(c)(iii) or participations in Swingline Loans under Section 2.04(c)(ii), the amount then, prior to any such funding by Revolving Lenders of the required prepayment Loans, L/C Advances or participations, such Borrower Cash Collateral shall be applied first, to the prepayment reimbursement or payment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans portion of such Borrower are entitled Unreimbursed Amount or Swingline Loan giving rise to participate in such prepaymentsFronting Exposure (which will then be deemed reimbursed or paid for all purposes hereof), in each case ratably in accordance with and the respective then-outstanding aggregate amounts of Revolving Lenders (other than such Defaulting Lender) will fund such Loans, and second, L/C Advances or participations in Swingline Loans in the case amounts reflecting their individual Applicable Percentages of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an original amount of such prepayment equal Unreimbursed Amount or Swingline Loan (after giving effect to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in fullSection 2.15(a)(iv). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment).

Application. Upon the occurrence of any of the events described in clauses (i) or The amount of any optional prepayments described in Section 2.09(a) shall be applied to prepay Loans outstanding in order of amortization, in amounts and to Tranches, all as determined by Borrower; provided that from the Amendment No. 3 Effective Date until the Non-Extended Revolving Maturity Date, all Revolving Loans shall be prepaid on a pro rata basis between the Non-Extended Revolving Facility and the Extended Revolving Facility; provided, further, that, at its discretion, the Borrower shall be permitted to prepay the Non-Extended Term A Facility Loans on a better than pro rata basis as compared to the Extended Term A Facility Loans.. (ii) In addition to the foregoing, provided that Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) (calculated assuming all amounts offered pursuant to this clause (b)(ii) were accepted as prepayment for the Loans and applied thereto) as of this Section 2.09(b)the most recent Calculation Date, Borrower shall have the right to elect to offer to prepay at par the Loans pro rata to the Term A Facility Loans, the amount of New Term Loans, the required prepayment shall be applied first, to the prepayment of the Extended Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondthe Other Term Loans then outstanding and apply any amounts rejected for such prepayment to repurchase, prepay, redeem, retire, acquire, defease or cancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in Section 10.06 or 10.09, respectively. If ▇▇▇▇▇▇▇▇ makes such an election, it shall provide notice thereof to Administrative Agent, who shall promptly, and in any event within one Business Day of receipt, provide such notice to the case of the Company, after the prepayment in full holders of the Term Loans. Any such notice shall specify the aggregate amount offered to prepay the Term Loans. Each holder of a Term A Facility Loan, a New Term Loan, an Other Term Loan, or an Extended Term Loan may elect, in its sole discretion, to reject such prepayment offer with respect to an amount equal to or less than (w) with respect to holders of Term A Facility Loans, an amount equal to the repayment aggregate amount so offered to prepay Term A Facility Loans times a fraction, the numerator of which is the principal amount of Term A Facility Loans owed to such holder and the denominator of which is the principal amount of Term A Facility Loans outstanding, (w) with respect to holders of (x) New Term Loans, an amount equal to the aggregate amount so offered to prepay New Term Loans times a fraction, the numerator of which is the principal amount of New Term Loans owed to such holder and the denominator of which is the principal amount of New Term Loans outstanding, (y) Other Term Loans, an amount equal to the aggregate amount so offered to prepay Other Term Loans times a fraction, the numerator of which is the principal amount of Other Term Loans owed to such holder and the denominator of which is the principal amount of Other Term Loans outstanding, and (z) with respect to holders of Extended Term Loans, an amount equal to the aggregate amount so offered to prepay Extended Term Loans times a fraction, the numerator of which is the principal amount of Extended Term Loans owed to such holder and the denominator of which is the principal amount of Extended Term Loans outstanding. Any rejection of such offer must be evidenced by written notice delivered to Administrative Agent within five Business Days of receipt of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such offer for prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply specifying an amount of such prepayment equal offer rejected by such holder, if any. Failure to the installments give such notice will constitute an election to accept such offer. Any portion of such prepayment offer so accepted will be used to prepay the Term Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required held by the indenture governing such Permitted First Lien Notes, a pro rata portion applicable holders within ten Business Days of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase receipt of the offer to prepay. Any portion of such prepayment rejected may be used by Borrower and its Restricted Subsidiaries to repurchase, prepay, redeem, retire, acquire, defease or paymentcancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in Section 10.06 or 10.09, respectively.

Application. Upon the occurrence of any Amounts prepaid pursuant to Section 3.1.1 shall be applied as set forth in this Section. (a) Subject to clause (b), each prepayment or repayment of the events described in clauses principal of the Loans shall be applied, to the extent of such prepayment or repayment, first, to the principal amount thereof being maintained as Base Rate Loans, and second, subject to the terms of Section 4.4, to the principal amount thereof being maintained as LIBO Rate Loans. (b) Each prepayment of Loans pursuant to clause (d) of Section 3.1.1 shall be applied (i) or in the case of a Disposition of assets that are Fixed Assets to a mandatory prepayment of the outstanding Fixed Assets Loans until all outstanding Fixed Assets Loans have been repaid in full and immediately upon the Administrative Agent's receipt of such Net Disposition Proceeds, the Fixed Assets Loan Commitment Amount shall be reduced by the aggregate amount of (A) Net Disposition Proceeds used to prepay the outstanding principal amount of such Fixed Assets Loans plus (B) any additional amount of such Net Disposition Proceeds remaining after the outstanding amount of Fixed Assets Loans have been reduced to zero; provided that the first $2,500,000 of Net Disposition Proceeds prepaid pursuant to a Disposition permitted under clause (d) of Section 7.2.11 in any Fiscal Year shall not result in a reduction of the Fixed Assets Loan Commitment Amount and (ii) in the case of a Disposition of assets other than Fixed Assets, first, to a mandatory prepayment of the outstanding Current Assets Loans until all outstanding Current Assets Loans have been repaid in full and second, to a mandatory prepayment of the outstanding Fixed Assets Loans until all outstanding Fixed Assets Loans have been repaid in full provided that any such prepayment pursuant to this clause (b) (ii) will not automatically result in a reduction of the Fixed Assets Loan Commitment Amount or the Current Assets Loan Commitment Amount. Upon any Disposition of assets that are not Current Assets, an amount equal to the Net Disposition Proceeds minus the aggregate amount required to repay all outstanding Fixed Assets Obligations may be paid to the Trustee to hold in escrow pending any offer to purchase the Senior Secured Notes required under the Senior Secured Note Indenture in connection with such Disposition. (c) Each prepayment of Loans made pursuant to clauses (e) and (f) of Section 2.09(b)3.1.1 shall be applied (i) first, pro rata based on the aggregate Commitment Amount to a mandatory prepayment of the outstanding principal amount of all Current Assets Loans and all Fixed Assets Loans until the outstanding principal amount of all Fixed Assets Loans is equal to zero, (ii) second, if (A) the outstanding principal amount of Fixed Assets Loans is equal to zero, then to a mandatory prepayment of the outstanding principal amount of all Current Assets Loans with a corresponding permanent reduction in the Fixed Assets Loan Commitment Amount by the amount of such Net Equity Proceeds or Net Debt Proceeds which would have otherwise been applied pro rata based on the required prepayment aggregate Commitment Amount to the outstanding principal amount of all Fixed Assets Loans until the outstanding principal amount of all such Current Assets Loans has been reduced to zero or (B) the outstanding principal amount of Current Assets Loans has been reduced to zero, the remaining amount of Net Equity Proceeds or Net Debt Proceeds shall be applied first, to the prepayment of the Term outstanding principal amount of all Fixed Assets Loans until the outstanding principal amount of all Fixed Assets Loans is equal to zero and (and iii) third, once the outstanding principal amount of all Current Assets Loans has been reduced to zero, the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment Fixed Assets Loan Commitment Amount shall be reduced by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal Net Equity Proceeds or Net Debt Proceeds prepaid pursuant to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied clauses (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding above and the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase Net Equity Proceeds or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentNet Debt Proceeds remaining unapplied.

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses ----------- Section (a) shall be applied as follows: (i) or (ii) of this Section 2.09(b)first, the amount of the required prepayment shall be applied first----- to the reduction of Amortization Payments on the Term Loans required by Section 3.01(b) pro rata among the Term Loan Tranches based upon the --- ---- remaining unpaid amounts thereof and, as to Tranche A Term Loans, the amount to be applied thereto shall be applied pro rata to the remaining --- ---- Amortization Payments thereunder based on the remaining unpaid amounts thereof (provided that any prepayments required pursuant to Section 2.10(a)(iv) from the Triton Disposition shall be applied to the Tranche A Term Loans in inverse order of maturity to the remaining Amortization Payments thereunder) and as to Tranche B Term Loans, the amount to be applied thereto shall be applied in inverse order of maturity to the remaining Amortization Payments thereunder. Notwithstanding the foregoing, (x) any holder of Tranche B Term Loans may, with respect to any mandatory prepayment, to the extent that Tranche A Tenn Loans are outstanding (after giving effect to such required prepayment to the Tranche A Term Loans), elect not to have all or any amount of any such required prepayments applied to such holder's Tranche B Term Loans, as the case may be, in which case the aggregate amount so declined shall be applied to the remaining Amortization Payments in respect of the Tranche A Term Loans pro --- rata and (y) if no Tranche A Term Loans are outstanding (after giving ---- effect to such required prepayment), such election to decline prepayments shall not be available; and (ii) second, after such time as no Term Loans remain outstanding, ------ Revolving Credit Commitments shall be permanently reduced (at the same time that the prepayment of the Term Loans would have been made and assuming an unlimited amount thereof then outstanding) pro rata in an amount equal to --- ---- the amount of any such required prepayment that would have been applied to the Term Loans (assuming an unlimited amount thereof then outstanding) and to the extent provided in that, after giving effect to such reduction, the applicable Incremental Amendmentaggregate principal amount of Revolving Credit Loans, to plus the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than aggregate amount of ---- all Letter of Credit Liabilities would exceed the basis on which the other then Revolving Credit Commitments, Borrower shall, first prepay outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Revolving Credit ----- Loans, and second, provide cover for Letter of Credit Liabilities as ------ specified in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative AgentSection 2.10(d), in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective an aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full)excess. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid interest then next- expiring Interest Period for LIBOR Loans or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses Section 2.10(a) shall be applied to prepay Loans and/or reduce Commitments as follows: (i) or (ii) of this Section 2.09(b)FIRST, the amount of the required prepayment shall be applied firstto the reduction of Amortization Payments on the Term Loans required by Section 3.01(b) PRO RATA among the Term Facilities based upon the remaining unpaid amounts thereof, with any application (A) to the Term A Facility to be applied PRO RATA to the remaining Amortization Payments thereof based on the remaining unpaid amounts thereof and (B) to each of the other Term Facilities to be applied (I) PRO RATA to the remaining Amortization Payments thereof based on the remaining unpaid amounts thereof (with respect to mandatory prepayments pursuant to Sections 2.10(a)(ii), (iii), (iv) (solely in connection with Sale and Leaseback Transactions) or (v) and (II) in inverse order of maturity to the remaining Amortization Payments thereof (with respect to mandatory prepayments pursuant to Sections 2.10(a)(i), (iv) (except in connection with Sale and Leaseback Transactions), (vi), (vii) or (viii)). Notwithstanding the foregoing, any holder of Term B Facility Loans or Term C Facility Loans may, at its sole discretion, so long as any Term A Facility Loans are then outstanding (after giving effect to the application of such required prepayment to the Term A Facility Loans), elect by written notice provided to Administrative Agent not to have all or any amount of any such required prepayments applied to such holder's Term B Facility Loans or Term C Facility Loans, as the case may be, in which case the aggregate amount so declined shall be applied to the Term A Facility Loans PRO RATA to the remaining Amortization Payments thereof; PROVIDED, HOWEVER, that to the extent that the aggregate principal amount of the Term A Facility Loans after giving effect to such mandatory prepayment is less than the aggregate amount so declined by the holders of the Term B Facility Loans and Term C Facility Loans, the excess shall be allocated between the declining holders of the Term B Facility Loans and Term C Facility Loans PRO RATA based on the aggregate amount declined by each such holder, and as to each Term Facility, on the basis specified in clause (B) of the preceding sentence. (ii) SECOND, after such time as no Term Loans remain outstanding, the Revolving Commitments shall be permanently reduced PRO RATA in an amount equal to the remaining amount of any such required prepayment that would have been applied to the Term Loans (at the same time that the prepayment of the Term Loans (would have been made and assuming an unlimited amount thereof then outstanding) and to the extent provided that, after giving effect to such reduction, the aggregate principal amount of Revolving Loans PLUS the aggregate amount of all L/C Liabilities would exceed the Revolving Commitments, Borrower shall, FIRST, prepay outstanding Revolving Loans and, SECOND, provide cover for L/C Liabilities as specified in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepaymentsSection 2.10(d), in each case ratably an aggregate amount equal to such excess. (iii) THIRD, after application of prepayments in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied clauses (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata above, Borrower shall be permitted to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full)retain any such remaining excess. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall at Borrower's option be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid then next-expiring Interest Period for LIBOR Loans (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon the occurrence of any of the events described in clauses (i) With respect to any payment, repayment or prepayment made pursuant to clause (a) or (iib) of this Section 2.09(b)above, the aggregate amount of the required such payment, repayment or prepayment shall be applied first, and allocated to (i) the prepayment of the Term outstanding principal amount of the Loans, (ii) the payment of accrued and unpaid interest on such principal amount being prepaid and (iii) the payment of any applicable Early Prepayment Fee such that the full amount of the principal amount of the Loans (being prepaid, together with any accrued and to unpaid interest thereon and the extent provided Early Prepayment Fee payable hereunder, shall be paid in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans full through such application and allocation of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts amount of such Loanspayment, and secondrepayment or prepayment. (ii) With respect to any other payment, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each or prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate outstanding principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (including, for the avoidance of doubt, such prepayments are to upon the maturity or following the acceleration thereof, whether from the proceeds of Collateral or otherwise), proceeds thereof shall be applied (i) pro rata to all payments due on in the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in following order of maturitypriority, with no payments proceeds being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates a succeeding level of priority only if amounts owing pursuant to the immediately preceding level of priority have been paid in fullfull in cash; provided that all such applications to Lenders shall be made in accordance with their respective Proportionate Shares: (A) first, to the payment of that portion of the Obligations payable to the Agent constituting fees, indemnities, costs, expenses, and other amounts then due and owing (including fees and disbursements and other charges of counsel payable under Section 14.03). Notwithstanding ; (B) second, to the foregoingpayment of that portion of the Obligations payable to the Lenders constituting fees (other than any Early Prepayment Fee), indemnities, expenses, and other amounts then due and owing (including fees and disbursements and other charges of counsel payable under Section 14.03) ratably among them in proportion to the event respective amounts described in this clause (ii) payable to them; (C) third, to the payment of any Permitted First Lien Notes are outstandingaccrued and unpaid interest then due and owing; (D) fourth, to the payment of unpaid principal of the Loans; (E) fifth, to the payment of any Early Prepayment Fee then due and payable; (F) sixth, to the payment in full of all other Obligations then due and payable to the Agent and the Lenders, ratably among them accordance with their respective Proportionate Shares, to the extent required by the indenture governing such Permitted First Lien NotesObligations are payable to them; and (G) seventh, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of Borrower or such Permitted First Lien Notes outstanding) other Persons as may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.required in accordance with Law. ny-2328495

Application. Upon (a) Each mandatory repayment of Term Loans required to be made pursuant to Section 4.02(A) (other than pursuant to clause (b) thereof) shall reduce the occurrence then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of any each such Scheduled Repayment). (b) With respect to each prepayment of Loans required by Section 4.02, the events described in clauses Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made, provided that (i) or (ii) of Eurodollar Loans may so be designated for prepayment pursuant to this Section 2.09(b), 4.02 only on the amount last day of the an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such Facility with Interest Periods ending on such date of required prepayment shall be applied first, and all Base Rate Loans made pursuant to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall Facility have been paid in full. Each ; (ii) if any prepayment of the Term Eurodollar Loans made pursuant to this Section 2.09(ba single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; (iii) each prepayment of any Revolving Loans made by Non-Defaulting Banks pursuant to a Borrowing shall be applied ratably pro rata among such Revolving Loans; and (iv) each prepayment of any Revolving Loans made by Defaulting Banks pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, subject to the installments thereof above, make such designation in accordance its sole discretion with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided thata view, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with but no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstandingobligation, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentminimize breakage costs owing under Section 1.11.

Application. Upon (a) Each mandatory repayment of Term Loans required to be made pursuant to Section 3.02(A)(b), (c), (d) or (e) shall be applied to then outstanding B Term Loans and Delayed-Draw Term Loans on a pro rata basis (with the occurrence of any B TL Percentage of the events described in clauses aggregate amount of such prepayment to be applied as a prepayment of the then outstanding B Term Loans and the Delayed-Draw TL Percentage of the aggregate amount of such prepayment to be applied as a prepayment of the then outstanding Delayed-Draw Term Loans). (b) With respect to each prepayment of Loans required by Section 3.02(A), the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made, provided that (i) or if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; (ii) except for the differing treatments of Defaulting Lenders and Non-Defaulting Lenders as expressly provided in Section 3.02(A)(a), each prepayment of any Loans under a Facility made pursuant to a given Borrowing shall be applied pro rata among such Loans; (iii) repayments of Eurodollar Loans pursuant to this Section 3.02 may only be made on the last day of an Interest Period applicable thereto unless (x) all Eurodollar Loans of the respective Facility with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Facility have been paid in full and/or (y) concurrently with such repayment, the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. Notwithstanding the foregoing provisions of this Section 2.09(b3.02, if at any time the mandatory repayment of Loans pursuant to this Section 3.02 would result, after giving effect to the procedures set forth in clause (iii) of the second preceding sentence, in the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (any such Eurodollar Loans, “Affected Loans”), the amount Borrower may (in lieu of the required prepayment shall be applied firstmaking such payment) elect, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by written notice to the Administrative Agent, in to have the case provisions of the following sentence be applicable. At the time any prepayment by the CompanyAffected Loans are otherwise required to be prepaid, the Company Borrower may elect to exclude deposit 100% (or such lesser percentage elected by the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans as not being repaid) of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall principal amounts that otherwise would have been paid in full. Each prepayment respect of the Term Affected Loans made with the Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to this Section 2.09(b) shall a cash collateral agreement to be applied ratably to the installments thereof entered into in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice form and substance satisfactory to the Administrative Agent, the relevant Borrower may elect to apply an amount of with such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are cash collateral to be applied released from such cash collateral account (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding repay the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingEurodollar Loans) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% upon each occurrence thereafter of the principal last day of an Interest Period applicable to Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount thereof plus accrued to be so released and unpaid interest applied on the last day of each Interest Period to be the date amount of purchase or paymentsuch Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account).

Application. Upon the occurrence (a) Subject to clause (b) below, each prepayment or repayment of any principal of the events described in clauses (i) or (ii) of this Section 2.09(b), the amount of the required prepayment Loans shall be applied applied, to the extent of such prepayment or repayment, first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such principal amount thereof being maintained as Base Rate Loans, and second, in to the case principal amount thereof being maintained as LIBO Rate Loans; provided that prepayments or repayments of LIBO Rate Loans not made on the last day of the CompanyInterest Period with respect thereto, after shall be prepaid or repaid subject to the provisions of Section 4.4 (together with a payment of all accrued interest). (b) Each voluntary prepayment in full of the Term LoansLoans and each mandatory prepayment of Term Loans made pursuant to clauses (b), (c), (d), (e) and (f) of Section 3.1.1 shall be applied, to the repayment extent of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, on a pro rata basis, to a prepayment of the outstanding principal amount of all remaining Term Loans and the remaining scheduled quarterly amortization payments in respect thereof, until all Incremental such Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each , and thereafter, to a prepayment of the outstanding principal amount of all Revolving Loans and a reduction of the Revolving Loan Commitment Amount to not less than $25,000,000; provided, however, that if the Borrower at any time elects in writing, in its sole discretion, to permit any Lender that has Term Loans made pursuant to this Section 2.09(b) shall be applied ratably decline to the installments thereof in accordance with the respective aggregate principal amounts of have such installments Loans prepaid, then any Lender having Term Loans outstanding on the date of such prepayment; provided thatmay, at its option exercised by delivering a notice to the Administrative AgentAgents at least one Business Day prior to the date that such prepayment is to be made, decline to have such Loans prepaid with the relevant Borrower may elect amounts set forth above, in which case 50% of the amounts that would have been applied to apply an amount a prepayment of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Lender's Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may shall instead be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% prepayment of the principal amount thereof plus accrued Revolving Loans and unpaid interest a reduction of the Revolving Loan Commitment Amount to not less than $25,000,000, with the date of purchase or paymentbalance being retained by the Borrower.

Application. Upon the occurrence of any (a) Subject to CLAUSE (b), each prepayment or repayment of the events described in clauses principal of the Loans or Additional TLCs shall be applied, to the extent of such prepayment or repayment, FIRST, to the principal amount thereof being maintained as Base Rate Loans or bearing interest with reference to the Base Rate, as the case may be, and SECOND, to the principal amount thereof being maintained as LIBO Rate Loans or bearing interest with reference to the LIBO Rate, as the case may be. (ib) Each voluntary prepayment of Term Loans or Additional TLCs and each prepayment of Term Loans and Additional TLCs made pursuant to CLAUSE (iib) of this Section 2.09(b), SECTION 3.1.1 shall be applied PRO RATA to a mandatory prepayment of the outstanding principal amount of all Term Loans and Additional TLCs (with the amount of the required prepayment shall be applied first, to the such prepayment of the Term Loans (and or Additional TLCs being applied to the extent provided in remaining Term Loan and Additional TLC amortization payments, as the applicable Incremental Amendmentcase may be, required pursuant to the Incremental Term Loans CLAUSES (if anyf), (g), and (h) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments)SECTION 3.1.1, in each case ratably PRO RATA in accordance with the respective then-outstanding aggregate amounts amount of each such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepaymentremaining amortization payment), until all Incremental such Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall and Additional TLCs have been paid in full. Each ; PROVIDED, HOWEVER, that in the case of each prepayment of Term Loans and Additional TLCs required pursuant to CLAUSE (b) of SECTION 3.1.1, any Lender that has Additional Term B Loans and Additional TLCs outstanding (at a time when any Term A Loans remain outstanding) may, by delivering a notice to the Administrative Agent at least one Business Day prior to the date that such prepayment is to be made, elect not to have its PRO RATA share of Additional Term B Loans or Additional TLCs, as the case may be, prepaid, and upon any such election the Administrative Agent shall (x) apply 50% of the amount that otherwise would have prepaid such Lender's Additional Term B Loans or Additional TLCs, as the case may be, to a mandatory prepayment of the Term A Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid until repaid in full). Notwithstanding , then to the foregoingprepayment of such Lender's Additional Term B Loans or Additional TLCs, as the case may be (with no right to decline such prepayment) and then to a reduction of the outstanding Revolving Loans (without any reduction in the event any Permitted First Lien Notes are outstanding, Revolving Loan Commitment Amount) and (y) permit the remaining 50% of such amount to the extent required be retained by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentapplicable Borrower.

Application. Upon the occurrence Prepayments and reductions of any Loans and Revolving Credit Commitments, and provision of the events cover for Letter of Credit Liabilities, described in clauses (i) or (ii) the above paragraphs of this Section 2.09(b), the amount of the required prepayment 2.10 shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and secondeffected as follows: FIRST, in the case event the Borrower does not at the time of such prepayment deliver to the CompanyAdministrative Agent a certificate of a senior financial officer to the effect that no Event of Default has occurred and is continuing (PROVIDED that if such certificate is so delivered, after the prepayment in full of the Term Loansthis clause FIRST shall be inapplicable), to the repayment of the Revolving Credit LoansLoans (and to the provision of cover for the Revolving Letters of Credit as provided in Section 2.03(c)(vi) hereof), without if any, and a corresponding permanent reduction of the Revolving Credit Commitments; , SECOND, ratably to the Term Loans and the Term Letters of Credit, with the portion of such prepayments allocable to the Term Letters of Credit being effected through deposit of funds into the Term Letter of Credit Collateral Account as contemplated in Section 2.03(b)(v) hereof and, THIRD, to the repayment of the Revolving Credit Loans (and to the provision of cover for the Revolving Letters of Credit as provided in Section 2.03(c)(vi) hereof), if any, and (except for prepayments from Excess Cash Flow) a corresponding permanent reduction of the Revolving Credit Commitments. Each such prepayment of the Term Loans, and deposit of funds into the Term Letter of Credit Collateral Account, shall be applied to the payments and deposits required to be made under Section 3.01(b) hereof in inverse order of maturity and may not be reborrowed, PROVIDED that, at its option exercised by notice to the Administrative Agent, (x) in the case of any prepayment by the Companyparagraph (c) above, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepaymentportion, until all Incremental Term Loans if any, of the Company (other than Net Available Proceeds received from any Disposition of a business or line of business in excess of 5.50 times the Incremental Term Loans of EBITDA attributable to such Subsidiary Borrower) shall have been paid in full. Each prepayment business or line may, at the option of the Term Loans made pursuant to this Section 2.09(b) shall Borrower, be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates required payments and deposits in direct order of maturity (for the avoidance except that no more than an aggregate of doubt, U.S. $50,000,000 from all such prepayments are to Dispositions may be applied in such direct order) and (iy) pro rata to all payments due on in the case of paragraphs (g) and (h) above, the first subsequent amortization date, U.S. $15,000,000 of prepayments CREDIT AGREEMENT under such paragraphs (taken together) shall be applied to such required payments and (ii) pro rata to all payments due on each subsequent amortization date deposits in direct order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.

Application. Upon the occurrence of any of the events described in clauses (i) or (ii) the above paragraphs of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that of the respective Borrower (or, in the case such Borrower is not greater (on a proportionate basis) than the basis on which Company, to the other then outstanding prepayment of the Term Loans and Incremental Loans of such Borrower are entitled to participate in such prepaymentsall Borrowers), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans and Incremental Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; , provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the CompanyCompany after Incremental Loans have been made to a Subsidiary Borrower, the Company may elect to exclude the Incremental Term Loans of any such Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (and Incremental Loans other than the such Incremental Term Loans of such Subsidiary Borrower) shall have been paid in fullfull (notwithstanding the requirement above that prepayments be applied ratably to the Term Loans and Incremental Loans). Each such prepayment of the Term Loans made pursuant to this Section 2.09(b) and Incremental Loans shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments the Term Loans and Incremental Loans outstanding on the date of such prepayment; , provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates Quarterly Dates immediately following the date of such prepayment to such installments in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.”

Application. Upon (a) All repayments of A Term Loans, B Term Loans, C Term Loans and D Term Loans shall be applied, if required pursuant to Section 4.02(A)(c),(d),(e),(f), (g) or (h), to reduce the occurrence of any then remaining Scheduled Repayments of the events described in clauses respective Facility PRO RATA based on the then remaining Scheduled Repayments of the respective Facility. (b) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be repaid and the specific Borrowing(s) under the affected Facility pursuant to which made; PROVIDED, that (i) or Eurodollar Loans made pursuant to a specific Facility may be designated for repayment pursuant to this Section 4.02 only on the last day of an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such Facility with Interest Periods ending on such date of required prepayment and all Base Rate Loans made pursuant to such Facility have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall be immediately converted into Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans; PROVIDED, that no repayment pursuant to Section 4.02(A) (a) shall be applied to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of the Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's RL Percentage of Revolving Loans then outstanding. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. Notwithstanding the foregoing provisions of this Section 2.09(b4.02(B)(b), if at any time the amount mandatory prepayment of the required prepayment shall be applied firstLoans pursuant to Section 4.02(A)(c), (d), (e), (g) or (h) would result, after giving effect to the prepayment of the Term Loans procedures set forth above in this clause (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepaymentsb), in each case ratably the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (the "Affected Eurodollar Loans"), then the Borrower may in accordance its sole discretion initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of the Affected Eurodollar Loans with the respective then-outstanding aggregate amounts of such Loans, and second, in Administrative Agent to be held as security for the case obligations of the Company, after the prepayment Borrower hereunder pursuant to a cash collateral agreement to be entered into in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice form and substance satisfactory to the Administrative Agent, in with such cash collateral to be released from such cash collateral account upon the case first occurrence (or occurrences) thereafter of any prepayment the last day of an Interest Period applicable to the relevant Loans that are Eurodollar Loans (or such earlier date or dates as shall be requested by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the repay an aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest Loans equal to the date of purchase or paymentAffected Eurodollar Loans not initially repaid pursuant to this sentence.

Application. Upon the occurrence of any of the events described in clauses (i) or (ii) of this Section 2.09(b), the amount of the required prepayment shall be applied first, to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans (if any) of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; Commitments provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental such Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans of any Class made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; , provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates immediately following the date of such prepayment to such installments in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or payment.

Application. Upon the occurrence of any of the events described in clauses (i) With respect to any payment, repayment or prepayment made pursuant to clause (a) or (iib) of this Section 2.09(b)above, the aggregate amount of the required such payment, repayment or prepayment shall be applied first, and allocated to (A) the prepayment of the Term outstanding principal amount of the Loans (including capitalized interest), (B) the payment of accrued and to unpaid interest on such principal amount being prepaid and (C) the extent provided payment of any applicable Early Prepayment Fee and Exit Fee such that the full amount of the principal amount of the Loans being prepaid, together with any accrued and unpaid interest thereon and the Early Prepayment Fee and Exit Fee payable hereunder, shall be paid in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans full through such application and allocation of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts amount of such Loanspayment, and secondrepayment or prepayment. (ii) With respect to any other payment, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each or prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate outstanding principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (including, for the avoidance of doubt, such prepayments are to upon the maturity or following the acceleration thereof, whether from the proceeds of Collateral or otherwise), proceeds thereof shall be applied (i) pro rata to all payments due on in the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in following order of maturitypriority, with no payments proceeds being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates a succeeding level of priority only if amounts owing pursuant to the immediately preceding level of priority have been paid in fullfull in cash; provided that all such applications to Lenders shall be made in accordance with their respective Proportionate Shares: (A) first, to the payment of that portion of the Obligations payable to the Agent constituting fees, indemnities, costs, expenses, and other amounts then due and owing (including fees and disbursements and other charges of counsel payable under Section 14.03). Notwithstanding ; (B) second, to the foregoingpayment of that portion of the Obligations payable to the Lenders constituting fees (other than any Early Prepayment Fee and Exit Fee), indemnities, expenses, and other amounts then due and owing (including fees and disbursements and other charges of counsel payable under Section 14.03) ratably among them in proportion to the event respective amounts described in this clause (ii) payable to them; (C) third, to the payment of any Permitted First Lien Notes are outstandingaccrued and unpaid interest then due and owing; (D) fourth, to the payment of unpaid principal of the Loans (including capitalized interest); (E) fifth, to the payment of any Early Prepayment Fee and Exit Fee then due and payable; (F) sixth, to the payment in full of all other Obligations then due and payable to the Agent and the Lenders, ratably among them accordance with their respective Proportionate Shares, to the extent required by the indenture governing such Permitted First Lien NotesObligations are payable to them; and (G) seventh, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of Borrower or such Permitted First Lien Notes outstanding) other Persons as may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentrequired in accordance with Law.

Application. Upon the occurrence The amount of any of the events required prepayments described in clauses Section 2.10(a) shall be applied as follows: (i) or (ii) of this Section 2.09(b)first, the amount of the required prepayment shall be applied firstto the reduction of Amortization Payments on the Term Loans required by Section 3.01(b) pro rata among the Term Loan Tranches based upon the remaining unpaid amounts thereof and, as to each such Term Loan Tranche, the amount to be applied thereto shall be applied pro rata to the remaining Amortization Payments of such Term Loan Tranche based on the remaining unpaid amounts thereof. Notwithstanding the foregoing, (x) any holder of Tranche B Term Loans or Tranche C Term Loans may, with respect to any mandatory prepayment, to the extent that Tranche A Term Loans are outstanding (after giving effect to such required prepayment to the Tranche A Term Loans), elect not to have all or any amount of any such required prepayments applied to such holder's Tranche B Term Loans or Tranche C Term Loans, as the case may be, in which case the aggregate amount so declined shall be applied to the remaining Amortization Payments in respect of the Tranche A Term Loans pro rata (to the extent that the aggregate principal amount of the Tranche A Term Loans after giving effect to such mandatory prepayment is less than the aggregate amount so declined by the holders of the Tranche B Term Loans and Tranche C Term Loans, such amount of the Tranche A Term Loans shall be allocated pro rata to such declining holders based on the aggregate amount declined), and (y) if no Tranche A Term Loans are outstanding (after giving effect to such required prepayment), such election to decline prepayments shall not be available; and (ii) second, after such time as no Term Loans remain outstanding, Revolving Credit Commitments shall be permanently reduced (at the same time that the prepayment of the Term Loans would have been made and assuming an unlimited amount thereof then outstanding) pro rata in an amount equal to the remaining amount of any such required prepayment that would have been applied to the Term Loans (assuming an unlimited amount thereof then outstanding) and to the extent provided in the applicable Incremental Amendment, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Companythat, after giving effect to such reduction, the prepayment in full aggregate principal amount of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction plus the aggregate principal amount of Swing Loans, plus the aggregate amount of all Letter of Credit Liabilities would exceed the Revolving Credit Commitments; provided that, at its option exercised by notice Borrower shall, first, prepay outstanding Revolving Credit Loans, second, prepay outstanding Swing Loans and, third, provide cover for Letter of Credit Liabilities as specified in Section 2.10(d), in an aggregate amount equal to such excess. Any application to the Administrative Agent, in Revolving Credit Commitments shall reduce the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this required scheduled reduction amounts under Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i2.04(a)(ii) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full)rata. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Loans at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% the prepayment of LIBOR Loans on the last day of the principal amount thereof plus accrued and unpaid interest then next-expiring Interest Period for LIBOR Loans or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon the occurrence The amount of any of the events mandatory prepayments described in clauses Section 2.10(a) shall be applied to prepay Term Loans as follows: (i) or First, on a pro rata basis among each Tranche of Term Loans, subject to any Declined Amounts, to be applied within each such Tranche in direct forward order of amortization to the amortization payments under each such Tranche; and (ii) Second, after application of this Section 2.09(b)prepayments in accordance with clause (i) above, Borrower shall be permitted to retain any such remaining excess; provided, that the amount Net Available Proceeds of the required prepayment any Credit Agreement Refinancing Indebtedness shall be applied firstto the applicable Refinanced Debt. Notwithstanding the foregoing, any Lender holding Term Loans may elect, by written notice to Administrative Agent at least one (1) Business Day prior to the prepayment of the Term Loans (and to the extent provided in the applicable Incremental Amendmentdate, to the Incremental Term Loans (if any) on a basis that is not greater (on a proportionate basis) than the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case decline all of any prepayment by the Company, the Company may elect to exclude the Incremental of its Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b2.10(a)(i), (iii) shall or (iv) which amounts may be applied ratably to retained by Borrower (the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full“Declined Amounts”). Notwithstanding the foregoing, if the amount of any prepayment of Term Loans of a Tranche required under this Section 2.10 shall be in excess of the event any Permitted First Lien Notes are amount of the ABR Term Loans or Daily Simple SOFR Loans, as applicable, of such Tranche at the time outstanding, to only the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstandingprepayment as is equal to the amount of such outstanding ABR Term Loans or Daily Simple SOFR Loans, as applicable, of such Tranche shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) may be deposited in the Collateral Account and applied to repurchase or repay the prepayment of Term SOFR Term Loans of such Permitted First Lien Notes at a price not to exceed 100% Tranche on the last day of the principal amount thereof plus accrued and unpaid then next-expiring Interest Period for Term SOFR Term Loans of such Tranche (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, together with any amounts owing to the date of purchase or paymentLenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest shall continue to accrue on such Loans until prepayment.

Application. Upon Amounts paid or prepaid pursuant to Section 3.1.1 (other than amounts paid to the occurrence of any Prepetition Agent which shall be applied in accordance with the Prepetition Credit Agreement) shall be paid to the Administrative Agent, for the ratable account of the events described Lenders, and applied as set forth in clauses this Section. (ia) or So long as no Event of Default has occurred and is continuing, and except as otherwise set forth in clause (iib) of Section 3.1.1, the Administrative Agent shall apply all amounts received in accordance with the provisions of this Section 2.09(bAgreement first, to all Obligations (other than principal and interest on the Loans), second, to accrued and unpaid interest on the Term A Loans and the Delayed Draw Loans, applied on a pro rata basis, third, to the aggregate outstanding principal amount of the required prepayment Term A Loans and the Delayed Draw Loans, applied on a pro rata basis, and fourth, to the Prepetition Obligations in accordance with the Prepetition Credit Agreement. (b) After an Event of Default has occurred and so long as such Event of Default is continuing, all amounts received by the Administrative Agent shall be applied first, to the prepayment costs and expenses of protecting and preserving the security interests of the Lenders under the Loan Documents, second, to the costs and expenses of protecting and preserving the DIP Collateral, third, to the costs and expenses of enforcing the rights of the Lenders under this Agreement and the other Operative Documents, fourth, to all other Obligations due under this Agreement and the other Operative Documents (other than principal and interest on the Loans), fifth, to accrued and unpaid interest on the Term A Loans and the Delayed Draw Loans, applied on a pro rata basis, sixth, to the aggregate outstanding principal amount of the Term A Loans (and to the extent provided Delayed Draw Loans, applied on a pro rata basis, and seventh, after all amounts evidenced and secured by the Loan Documents have been indefeasibly paid in full, in cash, and Greektown Holdings and its Subsidiaries have performed their obligations under the applicable Incremental AmendmentLoan Documents, to the Incremental Term Loans (balance, if any) on a basis that is not greater (on a proportionate basis) than , shall be applied against the basis on which the other then outstanding Term Loans of such Borrower are entitled to participate in such prepayments), in each case ratably Prepetition Obligations in accordance with the respective then-outstanding aggregate amounts of such Loans, and second, in the case of the Company, after the prepayment in full of the Term Loans, to the repayment of the Revolving Prepetition Credit Loans, without reduction of the Revolving Credit Commitments; provided that, at its option exercised by notice to the Administrative Agent, in the case of any prepayment by the Company, the Company may elect to exclude the Incremental Term Loans of any Subsidiary Borrower from such prepayment, until all Incremental Term Loans of the Company (other than the Incremental Term Loans of such Subsidiary Borrower) shall have been paid in full. Each prepayment of the Term Loans made pursuant to this Section 2.09(b) shall be applied ratably to the installments thereof in accordance with the respective aggregate principal amounts of such installments outstanding on the date of such prepayment; provided that, at its option exercised by notice to the Administrative Agent, the relevant Borrower may elect to apply an amount of such prepayment equal to the installments of such Loans due on the next four scheduled amortization dates in direct order of maturity (for the avoidance of doubt, such prepayments are to be applied (i) pro rata to all payments due on the first subsequent amortization date, and (ii) pro rata to all payments due on each subsequent amortization date in order of maturity, with no payments being applied to payments due on subsequent amortization dates unless all payments due on prior amortization dates have been paid in full). Notwithstanding the foregoing, in the event any Permitted First Lien Notes are outstanding, to the extent required by the indenture governing such Permitted First Lien Notes, a pro rata portion of the Net Available Proceeds of any Casualty Event or Disposition (with such portion not to exceed the ratio of the aggregate principal amount of Term Loans outstanding to the aggregate principal amount of such Permitted First Lien Notes outstanding) may be applied to repurchase or repay such Permitted First Lien Notes at a price not to exceed 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase or paymentAgreement.