Common use of Application of Prepayments Clause in Contracts

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

Application of Prepayments. Prior to (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment Loan pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f2.13(a) shall be applied as specified by the Borrowers in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata amongst each Tranche of basis (in accordance with the respective outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required principal amounts thereof) (unless any Lenders under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder such Class incurred after the Closing DateDate elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrower Borrowers (or, in the case absence of no such direction, in direct order of maturity). Any If the Borrowers fail to specify the Loans to which any such prepayment of Term Loans pursuant to Section 2.10(a) shall be applied, such prepayment shall be applied as directed by follows: first, to repay outstanding Swing Line Loans to the Borrower full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (orunless any Lenders under any Extended Term Loans, in Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the case first eight remaining Installments of no directionprincipal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit a pro rata basis to the payment of all such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)remaining Installments.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower. Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) ), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining scheduled payments required under Section 2.09 principal amount of the Term Loan (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the BorrowerRevolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid andand the Excess Amount shall be either, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account (which account shall be subject to a Control Agreement reasonably satisfactory to the Administrative Agent) and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.03 to the prepayment of Loans shall be applied, applied first to reduce outstanding ABR Base Rate Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.03 shall be in excess of the amount of the ABR Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)3.05.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant Subject to Section 2.10(i1.10(c), subject to the provisions of this Section 2.10(h). Any any prepayments pursuant to Section 2.10(c1.8(b), (d), (e1.8(c) and (for 1.8(d) shall be applied pro rata amongst each Tranche of by the Issuer to prepay the outstanding Term Loans andpro rata based upon the respective amounts thereof (which, within each Tranche, first, to accrued interest and fees with respect to if any Other Term Loans being prepaid and secondare then outstanding, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche shall consist of a prepayment of Other Term Loans extended hereunder after in an amount equal to the Closing Date) as directed by the Borrower (or, in the case Other Pro Rata Share of no direction, in direct order of maturity). Any such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the remaining amount). The Issuer shall provide Agent and the Purchasers with at least two Business Days prior written notice of any prepayment proposed to be made pursuant to Section 2.10(a1.8(b), 1.8(c) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturityor 1.8(d). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount each Purchaser may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of the Term Loans otherwise required under to be made pursuant to clauses (c), (d) and (e) of this Section 2.10 1.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Issuer no later than 5:00 p.m. one (1) Business Day prior to the applicable prepayment date. Each Rejection Notice from a Purchaser shall be in excess of specify the principal amount of the ABR mandatory prepayment of Term Loans at to be rejected by such Purchaser. If a Purchaser fails to deliver a Rejection Notice to the Purchasers within the time outstanding (an “Excess Amount”), only frame specified above or such Rejection Notice fails to specify the portion principal amount of the Term Loans to be rejected, any such failure will be deemed a rejection by such Purchaser of the total amount of such mandatory prepayment as is equal to the amount of such outstanding ABR Term Loans shall otherwise owed to such Purchaser. To the extent that any prepayment pursuant to this Section 1.8 would otherwise be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on a LIBOR Rate Loan prior to the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that applicable thereto, and no Default or Event of Default exists or is continuing, the Issuer may instruct each Purchaser in writing to hold such prepayment as cash collateral until the last day of the applicable Interest Period (i) and interest in respect of such Excess Amount the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Term Loans which such Excess Amount is amounts are intended to repay until such Excess Amount shall have been amounts are used in full to repay such Loans Term Loans) and (ii) at any time while an Event then such Purchaser shall apply such prepayment to pay such LIBOR Rate Loan on the last day of Default has occurred and is continuingthe applicable Interest Period. Together with each prepayment under this Section 1.8, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with Issuer shall pay any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)10.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Parent Borrower shall select the Borrowing borrowing or Borrowings borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.08(h), subject to the provisions of this Section 2.10(h2.08(g). Any prepayments pursuant to Section 2.10(c2.08(c), (d), (e) and or (f) shall be applied pro rata amongst each Tranche to reduce scheduled installments of outstanding Term Loans and, within each Trancherequired under Section 3.01(b), first, to accrued interest and fees with respect to Term Loans being prepaid and such scheduled prepayments due on dates occurring within the 12 months following such prepayment in direct order of maturity and, second, on a pro rata basis among the installments remaining to be made on each other term loan payment date. Prepayments pursuant to Section 2.08(a) shall be applied to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche installments of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Parent Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.08 to the prepayment of Term Loans shall be applied, as applicable, first to reduce outstanding ABR Base Rate Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar LIBOR Term Loans or LIBOR Revolving Credit Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.08 shall be in excess of the amount of the ABR Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Base Rate Loans shall be immediately prepaid and, at the election of the Parent Borrower, the Excess Amount shall be either (A) deposited in an escrow a deposit account over which the Collateral Agent has “control” (as defined in Article 9 of the UCC) pursuant to a control agreement entered into by the Parent Borrower, Collateral Agent and the other parties thereto in accordance with the Loan Documents, and applied to the prepayment of Eurodollar LIBOR Loans on the last day of the then next-expiring Interest Period for Eurodollar LIBOR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Majority Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)5.03.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (except in respect of the Initial Term Loan and the 2019 Term Loans, prepayments of which shall be applied pro rata among each such Tranche). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) ), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining scheduled payments required under Section 2.09 principal amount of the Term Loan (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the BorrowerRevolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid andand the Excess Amount shall be either, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)) and the outstanding principal amount of such Applicable Other Indebtedness required to be prepaid pursuant to the corresponding provisions of such Applicable Other Indebtedness.

Application of Prepayments. Prior Subject to Section 1.10(c) and except as may otherwise be set forth in any Extension Offer with respect to any optional Extended Term Loan or mandatory prepayment hereunderin any amendment with respect to Incremental Term Loans, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i)the agreements governing Incremental Equivalent Indebtedness, subject to the provisions of this Section 2.10(h). Any or as otherwise provided herein, any prepayments pursuant to Section 2.10(c), (d), (e1.8(c) and (for 1.8(d) shall be applied pro rata amongst first to prepay installments of each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche Class of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (orLoan, in the case of no directionif any, in direct order of maturity). Any prepayment maturity (including the remaining unpaid principal balance at the Maturity Date of such Class of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (orLoans), in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied second to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of outstanding Swing Loans required under this Section 2.10 shall be in excess without permanent reduction of the amount Aggregate Revolving Loan Commitment or the Swingline Commitment, third to prepay outstanding Revolving Loans without permanent reduction of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion Aggregate Revolving Loan Commitment and fourth to cash collateralize Letters of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited Credit in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loansamount determined in accordance with Section 7.5; provided that (i) interest in respect no event shall any Incremental Term Loans or the refinancing of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required thereof be permitted to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) voluntarily or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be mandatorily prepaid pursuant to Section 2.10(c)1.7 or Section 1.8, (e) or (f) and as applicable, prior to the denominator of which is the sum repayment in full of the then outstanding principal amount Term Loans unless accompanied by at least a ratable repayment of such Applicable Other Indebtedness Term Loans. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the outstanding principal amount of Term Loans shortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the Borrower shall pay any amounts required to be prepaid pursuant to Section 2.10(c), (e) or (f)10.4 hereof.

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

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any optional prepayments of Loans pursuant to Section 2.10(a) shall be applied, at the option of Borrower (which option shall be set forth in the notice referred to in the first sentence of this clause (h)) to (x) repay then outstanding Revolving Loans or (y) to repay then outstanding Term Loans in the manner directed by Borrower. Any mandatory prepayments of Term Loans pursuant to Section 2.10(c), (d), (ef) and or (fg) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Trancheto reduce scheduled prepayments required under Section 2.09, first, to accrued interest and fees with respect to such scheduled prepayments due for the next four Term Loans being prepaid and Loan Repayment Dates following such prepayment and, second, on a pro rata basis among the prepayments remaining to reduce be made on each remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Loan Repayment Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts the Revolving Commitments shall be applied as directed by permanently reduced ratably among the BorrowerRevolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings Borrowing(s) to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (g) of this Section. Except as provided in Section 2.10(i2.03(j), subject in the event of any mandatory prepayment of Borrowings made at a time when Borrowings of more than one Class remain outstanding, the Borrower shall select Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated between Borrowings (and, to the provisions extent provided in the Refinancing Amendment for any Class of Other Loans, the Borrowings of such Class) pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. Any Lender (and, to the extent provided in the Refinancing Amendment for any Class of Other Loans, any Lender that holds Other Loans of such Class) may elect, by notice to the Administrative Agent in writing at least three Business Days prior to the prepayment date, to decline all or any portion of any prepayment of its Loans or Other Loans of any such Class pursuant to this Section (other than an optional prepayment pursuant to paragraph (a) of this Section, a mandatory prepayment pursuant to Section 2.10(h). Any 2.03(c) in respect of refinancing indebtedness and mandatory prepayments pursuant to Section 2.10(c2.03(j), (dwhich may not be declined), (e) and (f) in which case the aggregate amount of the prepayment that would have been applied to prepay Loans or Other Loans of any such Class but was so declined shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed retained by the Borrower and the Subsidiaries (orsuch amounts, in the case of no direction, in direct order of maturity“Retained Declined Proceeds”). Any prepayment Optional prepayments of Term Loans pursuant to Section 2.10(a) Borrowings shall be applied as directed by allocated among the Borrower (or, in the case Classes of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied Borrowings as directed by the Borrower. In the absence of a designation by the Borrower as described in the preceding provisions of this paragraph of the Type of Loan of any Class, Amounts to be applied pursuant to this Section 2.10(h) 2.03 to the prepayment of Loans shall be applied, applied first to reduce outstanding ABR Base Rate Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.03 shall be in excess of the amount of the ABR Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Administrative Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)3.05.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(f), subject to the provisions of this Section 2.10(h2.10 (e). Any prepayments pursuant Subject to Section 2.10(c)8.02, (d)and so long as no Default shall then exist and be continuing, (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) all mandatory prepayments shall be applied as directed by follows: first, to the Borrower Swingline Loans until the same has been reduced to zero (or0); second, to the Revolving Loans until the same has been reduced to zero (0); and third, to cash collateralize outstanding Letters of Credit in accordance with the case of no direction, procedures set forth in direct order of maturitySection 2.18(j). After application of Such mandatory prepayments of Term the Swingline Loans described above and Revolving Loans shall not cause a corresponding reduction in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the BorrowerSwingline Commitment or Revolving Commitments. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Administrative Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided provided, that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(h), subject to the provisions of this Section 2.10(h2.10(g). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Loans shall be applied, as applicable, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”"EXCESS AMOUNT"), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any optional prepayments of Loans pursuant to Section 2.10(a) shall be applied, at the option of Borrower (which option shall be set forth in the notice referred to in the first sentence of this clause (h)) to (x) repay then outstanding Revolving Loans or (y) to repay then outstanding Term Loans in the manner directed by Borrower; provided, that, notwithstanding Section 2.14(b)(ii), with respect to any such optional prepayment, (A) as between the Term B-1 Loans and the Term B-2 Loans, the Borrower may elect to solely repay the Term B-1 Loans prior to any repayment on the Term B-2 Loans or apportion an amount of such repayment such that the principal amount of Term B-1 Loans (together with accrued and unpaid interest thereon) are repaid on a pro rata basis or a greater than pro rata basis (but in any event not less than a pro rata basis) than the principal amount of Term B-2 Loans (together with accrued and unpaid interest thereon) repaid, (B) and in the case of any repayment pursuant to clause (A) above, amounts paid in respect of the Term B-1 Loans or the Term B-2 Loans shall be made ratably across such Term B-1 Loans or Term B-2 Loans, as applicable. Any mandatory prepayments of Term Loans pursuant to Section 2.10(c), (d), (ef) and or (fg) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Trancheto reduce scheduled prepayments required under Section 2.09, first, to accrued interest such scheduled prepayments due for the next four Term Loan Repayment Dates (ratably among the scheduled prepayments due in respect of the Term B-1 Loans and fees with respect to the Term Loans being prepaid and B-2 Loans) following such prepayment and, second, on a pro rata basis among the prepayments remaining to reduce be made on each remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Loan Repayment Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts the Revolving Commitments shall be applied as directed by permanently reduced ratably among the BorrowerRevolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(j), subject to the provisions of this Section 2.10(h2.10(i). Subject to Section 2.10(k) below, all optional prepayments will be applied pro rata amongst each Tranche of outstanding Loans and, within each Tranche, as directed by the Borrower (and absent such direction, in direct order of maturity thereof). Any prepayments pursuant to Section 2.10(c2.10(b), (c), (d), (e) and (f) (or any equivalent provision applicable to any Tranche of Loans extended hereunder after the Closing Date), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the principal amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13Loan. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)) and the outstanding principal amount of such Applicable Other Indebtedness required to be prepaid pursuant to the corresponding provisions of such Applicable Other Indebtedness.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant Subject to Section 2.10(i1.10(c), subject to the provisions of this Section 2.10(h). Any any prepayments pursuant to Section 2.10(c1.8(c), (d), (e1.8(d) and (for 1.8(e) shall be applied first to prepay the Initial Term Loans on a pro rata amongst basis based on the outstanding principal balances thereof, and within each Tranche such Class of Loans, to prepay the remaining scheduled amortization payments of such Class of Loans, pro rata against all such scheduled installments based upon the respective amounts thereof, second to prepay outstanding Revolving Loans without permanent reduction of the Aggregate Revolving Loan Commitment, and third to provide cash collateral for outstanding Letters of Credit in an amount not to exceed 103% of the face amount of such Letters of Credit. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining; provided that, if any Lenders exercise the right to waive a given mandatory prepayment of the Term Loans andpursuant to this Section 1.8(f), within each Tranche, first, then such prepayment shall be applied on a pro rata basis to accrued interest and fees with respect to the then outstanding Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche irrespective of whether such outstanding Term Loans extended hereunder after are Base Rate Loans or LIBOR Rate Loans; provided further, so long as no Event of Default shall have occurred and be continuing at the Closing Date) as directed by time of such prepayment, the Borrower (ormay elect that, in for a period not to exceed 30 days, the case remainder of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory such prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be not applied to prepay Eurodollar LoansBase Rate Loans be deposited in a non-interest-bearing collateral account pledged to, if any. Notwithstanding and under the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrowerexclusive control of, the Excess Amount shall be either (A) deposited in an escrow account Agent to secure the Obligations and applied thereafter to prepay the prepayment of Eurodollar LIBOR Rate Loans on until the last day of the then next-next expiring Interest Period for Eurodollar Loans; of such LIBOR Rate Loans so prepaid (provided that (ix) interest in respect of such Excess Amount shall continue to accrue thereon on such LIBOR Rate Loans in respect of which such deposit was made at the rate provided hereunder for the otherwise applicable under this Agreement to such LIBOR Rate Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full deposit is applied to repay prepay such Loans LIBOR Rate Loans, and (iiy) at any time while immediately upon the occurrence of an Event of Default has occurred and is continuingDefault, the Administrative Agent such amounts may, without any further action or notice of any kind, be removed from such account by the Agent and upon written direction from immediately used by the Required Lenders shall, apply any or all proceeds then on deposit Agent to prepay the payment of such LIBOR Rate Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together accordance with any amounts owing to the Lenders under Section 2.13relevant terms of this Agreement). Notwithstanding anything herein to the contrary, Together with respect to any each prepayment under this Section 2.10(c), (e) or (f)1.8, the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and shall pay any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent amounts required pursuant to the terms Section 10.4 hereof. Any Lender may elect not to accept its pro rata portion of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the any mandatory prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e1.8(c) or Section 1.8(e) above (feach a “Declining Lender”). Any prepayment amount declined by a Declining Lender (a “Declined Amount”) shall may be deemed to be retained by the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)Borrower.

Application of Prepayments. (i) Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any Mandatory prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall will first be applied pro rata amongst each Tranche of to the then outstanding Term Loans and, within each Trancheto reduce scheduled prepayments with respect thereto required under Section 2.09(a), first, to accrued interest and fees such scheduled prepayments with respect thereto due on the Term Loan Repayment Date occurring within the 12 months following such prepayment and, second, on a pro rata basis among the prepayments with respect thereto remaining to be made on each other Term Loan Repayment Date. Optional prepayments will be applied, at the option of the Borrower (which option shall be set forth in the notice referred to in the first sentence of this paragraph), to (a) repay then outstanding Tranche A-1 Revolving Loans or (b) the then outstanding Term Loans being prepaid and second, to reduce remaining scheduled payments prepayments with respect thereto required under Section 2.09 (or any equivalent provision applicable 2.09(a), first, to any Tranche of such scheduled prepayments with respect thereto due on the Term Loan Repayment Date occurring within the 12 months following such prepayment and, second, on a pro rata basis among the prepayments with respect thereto remaining to be made on each other Term Loan Repayment Date. If the then outstanding Term Loans extended hereunder after have been repaid in full, mandatory and optional prepayments made shall be applied to repay then outstanding Tranche A-1 Revolving Loans and following such repayment, at the Closing Date) as directed by option of Borrower, which option shall be specified in the Borrower (ornotice referred to in the first sentence of this paragraph, to repay Second Lien Loans. If the then outstanding Term Loans and Second Lien Loans have been repaid in full in accordance with the prepayment priorities set forth above in the immediately preceding sentence, mandatory and optional prepayments made shall be applied to repay then outstanding Tranche A-1 Revolving Loans, which repayment, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are a mandatory prepayment amounts remaining after such applicationonly, such amounts shall be applied as directed by also result in Tranche A-1 Revolving Commitments being reduced ratably among the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the Tranche A-1 Revolving Lenders in accordance with their applicable Tranche A-1 Revolving Commitments in an aggregate amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of applied toward such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account prepayment and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used Loans thereunder and/or cash collateralize Letters of Credit in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuingaccordance with Section 2.18(i), the Administrative Agent mayin each case, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion excess of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the aggregate amount of such Net Cash Proceeds multiplied by (y) a fraction, Loans and Letters of Credit over the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)Commitment thereunder as so reduced.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h)(a) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF MATURITY. Any voluntary prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(asubsection 2.4B(i) shall be applied as directed specified by the Borrower (or, Company in the case applicable notice of no direction, prepayment; PROVIDED that in direct order of maturity). After application of mandatory prepayments of Term the event Company fails to specify the Loans described above in this Section 2.10(h) and to the extent there are mandatory which any such prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first such prepayment shall be applied FIRST to reduce repay outstanding ABR LoansSwing Line Loans to the full extent thereof, if anySECOND to repay outstanding Revolving Loans to the full extent thereof, and THIRD to repay outstanding Term Loans to the full extent thereof. Any amounts remaining after each such application Unless otherwise specified by Company in the applicable notice of prepayment, any voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if Tranche B Term Loans on a pro rata basis (in accordance with the amount of any prepayment of Loans required under this Section 2.10 outstanding principal amounts thereof) and shall be applied on a pro rata basis (in excess accordance with the outstanding principal amounts thereof) to each scheduled installment of principal of the amount of the ABR Tranche B Term Loans set forth in subsection 2.4A(ii) that is unpaid at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13prepayment. Notwithstanding anything herein under this subsection 2.4B(iv)(a) to the contrary, with respect Tranche B Term Lenders shall have the option to waive their rights to receive any voluntary prepayment under Section 2.10(cpursuant to subsection 2.4B(i) (a "WAIVABLE VOLUNTARY PREPAYMENT"). In the event any such Tranche B Term Lender desires to waive such Lender's right to receive such Waivable Voluntary Prepayment, (e1) or (f), such Tranche B Term Lender shall so advise Administrative Agent in writing no later than the Borrower may use a portion close of business on the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by Business Day following the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount date it receives notice of the prepayment required from Administrative Agent and (2) upon receipt of such written advice from such Tranche B Term Lender, Administrative Agent shall apply the amount so waived by such Tranche B Term Lender to be offered with respect prepay Tranche B Term Loans held by Lenders which did not waive their right to such Net Cash Proceeds pursuant to Section 2.10(c), prepayment (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is pro rata in accordance with the outstanding principal amount amounts thereof) and then to the Revolving Loans (without any corresponding reduction in Revolving Loan Commitments); PROVIDED that in the event that prepayment of Tranche B Term Loans required held by Lenders not waiving their right to be prepaid pursuant prepayment and of Revolving Loans does not exhaust the amount specified by Company in the applicable notice of prepayment, Administrative Agent shall apply any remaining amount to Section 2.10(c), repay all other Tranche B Term Loans on a pro rata basis (e) or (f) and the denominator of which is the sum of in accordance with the outstanding principal amount amounts thereof). Company shall use its best efforts to notify Administrative Agent (which shall promptly notify the Tranche B Term Lenders) of any Waivable Voluntary Prepayment at least three Business Days prior to the payment to Administrative Agent of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)Waivable Voluntary Prepayment.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such Any prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(asubsection 1.8(e) shall be applied as directed by follows: (i) the Borrower first fifty percent (or, in the case 50%) of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory such prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess all remaining scheduled installments of the amount Term Loan in the order of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans their maturity and (ii) at the remaining fifty percent (50%) of such prepayment shall be applied to prepay all remaining scheduled installments of the Term Loan in the inverse order of their maturity. Any prepayments of Term Loan pursuant to Section 1.7(a) and any time while an Event prepayments pursuant to subsections 1.8(c) (other than prepayments of Default has occurred Swing Line Loans and is continuingRevolving Loans as set forth therein) or 1.8(d) shall be applied as follows: (i) first, to prepay all remaining installments of the Administrative Agent mayTerm Loan pro rata against all such scheduled installments based upon the respective amounts thereof until the Term Loan shall have been paid in full, and upon written direction from (ii) second, to prepay the Required Lenders shall, apply any or all proceeds then on deposit Swing Line Loans and thereafter in permanent reduction of the Revolving Loans (along with a corresponding permanent reduction of the Swing Line Commitment solely at such time as the Revolving Loan Commitment is reduced to an amount equal to the payment Swing Line Commitment so that at no time will the Revolving Loan Commitment be less than the Swing Line Commitment), whereupon the Revolving Loan Commitment of such Loans in each Lender shall automatically and permanently be reduced by an amount equal to such Excess Amount Lender’s ratable share of the aggregate of principal repaid, effective as of the earlier of the date that such prepayment is made or (B) the date by which such prepayment is due and payable hereunder. To the extent permitted by the foregoing sentences, amounts prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, or as the Borrower may otherwise specify in writing at the time of such prepayment. Together with each prepayment under this Section 2.10(c), (e) or (f)1.8, the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and shall pay any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent amounts required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)10.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(d), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, if any. Any and, second, any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans Loans; and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein Any mandatory prepayment shall be made without reduction to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)Revolving Commitments.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and ), (f) or (g) shall be applied pro rata amongst each Tranche of outstanding first to the Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments prepayments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or2.09, in the case of no directionfirst, in direct order of maturity). Any to such scheduled prepayments due on the next four Term Loan Repayment Dates occurring following such prepayment of and, second, on a pro rata basis among the prepayments remaining to be made on each other Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity)Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts the Revolving Commitments shall be applied as directed by permanently reduced ratably among the BorrowerRevolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar LIBOR Term Loans or LIBOR Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar LIBOR Loans on the last day of the then next-expiring Interest Period for Eurodollar LIBOR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Mandatory prepayments shall be applied to the Revolving Loans outstanding, without any reduction of the Revolving Commitments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(e), subject to the provisions of this Section 2.10(h2.10(d). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Revolving Loans shall be applied, applied first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any voluntary prepayments pursuant to Section 2.10(csubsection 2.4A(i) shall be applied as specified by the applicable Borrower in the applicable notice of prepayment; provided that in the event the applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be applied FIRST to repay outstanding Revolving Loans to the full extent thereof, SECOND to repay outstanding Term Loans to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement); provided that if no order is specified, (d), (e) and (f) voluntary prepayments applicable to the Revolving Loans hereunder shall be applied pro rata amongst each Tranche of outstanding Term among all Revolving Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no directionOffshore Borrowers, in direct order of maturity)to prepay Offshore Loans. Any prepayment of Term Loans mandatory prepayments pursuant to Section 2.10(asubsections 2.4A(ii)(a)-(f) shall be applied as directed by the Borrower (or, set forth in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loanssubsections; PROVIDED THAT, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”)of such mandatory prepayment, only the portion of Term Loans have been repaid in full and the amount of such prepayment as is equal to exceeds the Revolving Loan Commitments then in effect the amount of by which such outstanding ABR Loans prepayment exceeds the Revolving Loan Commitments then in effect shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on L/C Collateral Account until the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in L/C Collateral Account holds an amount equal to such Excess the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of Term Loans, Revolving Loans or (B) prepaid immediately, together with any amounts owing Offshore Loans shall be applied first to Base Rate Loans to the Lenders under Section 2.13. Notwithstanding anything herein full extent thereof before application to the contraryEurodollar Rate Loans as determined by Administrative Agent, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on in a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in manner which case, minimizes the amount of the prepayment any payments required to be offered with respect to such Net Cash Proceeds made by the applicable Borrowers pursuant to Section 2.10(c), (e) or (f) subsection 2.6E. All prepayments of Eurodollar Rate Loans and Offshore Loans shall include payment of accrued interest on the principal amount so prepaid and shall be deemed applied to be the amount equal payment of interest before application to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)principal.

Application of Prepayments. Prior Subject to Section 2.10 and except as may otherwise be set forth in any Extension Offer with respect to any optional or mandatory prepayment hereunderExtended Term Loan, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any any prepayments pursuant to Section 2.10(c), (d), (e2.8(c) and (for 2.8(d) shall be applied pro rata amongst to prepay the next eight installments of each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche Class of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (orLoan, in the case of no directionif any, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) maturity and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied then to prepay Eurodollar Loans, if anyall remaining installments thereof (including the final payment due at maturity) pro rata against all such scheduled installments based upon the respective amounts thereof. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any each Lender may reject all or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debtits pro rata share of any mandatory prepayment (such declined amounts, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other IndebtednessDeclined Proceeds”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount any Class of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender Representative’s receipt of notice from Agent regarding such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by the Borrower. To the extent permitted by the foregoing, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 2.8, the Borrower shall pay any amounts required pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)11.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower Borrowers shall select the Term Borrowing or Term Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(h), subject to the provisions of this Section 2.10(h2.10(g). Any mandatory prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to this Section 2.10(a) 2.10 shall be applied as directed by to reduce scheduled prepayments required under Section 2.09 on a pro rata basis among the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of remaining to be made on each Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the BorrowerLoan Repayment Date. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Term Loans required under this Section 2.10 shall be in excess of the amount of the ABR Term Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Term Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Term Loans on the last day of the then next-expiring Interest Period for Eurodollar Term Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Term Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Term Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Term Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

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

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(d), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans Loans; and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein Any mandatory prepayment shall be made without reduction to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)Revolving Commitments.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment Prepayments pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (fSECTION 5.11(B) shall be applied first to the outstanding principal of the Term Loan A and Term Loan B and, if the Acquisition Facility Termination Date has occurred, the Acquisition Loans, on a pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, basis and ratably as to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and installments thereof to the extent there are mandatory prepayment amounts of such Loans, and then to the outstanding principal of Term Loan C, EXCEPT that Net Proceeds of (i) Asset Dispositions of property acquired with the proceeds of Acquisition Loans, will be applied, whether before or after the Acquisition Facility Termination Date, first to repay the outstanding principal of the Acquisition Loans ratably as to the remaining installments (if the Acquisition Facility Termination Date has occurred) to the extent of such Loans and then pro rata to Term Loan A and Term Loan B, and after such application, to the outstanding principal of Term Loan C to the extent thereof and (ii) the Borrowers may direct the application of the Net Proceeds of the disposition of the Southern Woodx xxxiness to repay such amounts Term Loans and Acquisition Loans as it may specify, ratably as to remaining installments of such selected Loans. Payments shall be first applied to Base Rate Loans to the extent thereof and then to Eurodollar Rate Loans within each Facility and any payments received which would otherwise result in prepayment of such Eurodollar Rate Loans prior to the end of the Interest Period applicable thereto may, upon the request of the Borrowers, in the absence of an Event of Default, be deposited to the Cash Collateral Account or any Investment Account, with any excess after prepayment in full of the Loans to be deposited with the Administrative Agent to be held as directed by Cash Collateral for the Borrower. Amounts Secured Obligations and after the Termination Date, to be applied pursuant to Section 2.10(h) to any of the prepayment of Loans Secured Obligations in such manner as the Administrative Agent shall be applied, first to reduce outstanding ABR Loans, if anydetermine in its sole discretion. Any amounts remaining Net Proceeds received after each such application all Term Loans and all Acquisition Loans have been repaid, shall be applied to prepay Eurodollar repay outstanding Swingline Loans and then to outstanding Revolving Credit Loans, if any. Notwithstanding the foregoing, if the amount of but without any prepayment of Loans required under this Section 2.10 shall be reduction in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)Commitments.

Application of Prepayments. Prior Amounts paid under the immediately preceding subsection (c)(i) shall first be applied to pay all amounts of principal outstanding on the Swingline Loans, and then to all outstanding Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any optional or mandatory prepayment hereunder, Reimbursement Obligations. Amounts payable in respect of the Borrower shall select Term Loans under the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), immediately preceding subsections (d), c)(ii) (eother than Net Cash Proceeds from a Property Release) and (fc)(iii) and under Section 2.15.(a) shall be applied to the outstanding principal amount of the Term Loans without reduction of any of the scheduled installments of principal thereof payable under Section 2.7.(b). Voluntary prepayments of the Term Loans pursuant to the immediately preceding subsection (a) shall be applied to the remaining scheduled installments of principal thereof payable under Section 2.7.(b) in a manner determined at the discretion of the Borrower and specified in the applicable notice of prepayment (and absent such direction, in direct order of maturity) and the Allocated Balances for all Mortgaged Properties at such time shall be reduced pro rata amongst each Tranche by the amount of outstanding such voluntary prepayments. Prepayments of the Term Loans and, within each Tranche, first, resulting from a Property Release under Section 2.15. and attributable to accrued interest the amount of the Release Price of the applicable Mortgaged Property in excess of the Allocated Balance for such Mortgaged Property and fees with respect any additional amounts which constitute Net Cash Proceeds resulting from a Property Release shall be applied to Term Loans being prepaid and second, to reduce the remaining scheduled payments required installments of principal thereof payable under Section 2.09 (or any equivalent provision applicable to any Tranche 2.7.(b) in a manner determined at the discretion of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, and specified in the case Borrower’s notice of no such Property Release provided pursuant to Section 2.15. (and absent such direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by If the Borrower (or, in the case is required to pay any outstanding LIBOR Loans by reason of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and prior to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess end of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring applicable Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f)therefor, the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to shall pay all amounts due under Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)4.4.

Application of Prepayments. Prior Each prepayment pursuant to this Section 2.07(c) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.08 as a result of such prepayment being made on such date. With respect to the 50% of Net Cash Proceeds which were not immediately required to be applied as a prepayment under Section 2.07(c)(ii) and which, as a result of such proceeds not being utilized in the 180-day period provided therein, is then required to be prepayments, such prepayments shall be applied as follows: (1) first to prepay the Swing Line Advances, (2) second to prepay the Tranche A Revolving Advances, (3) third to prepay Tranche B Advances in the order of maturity until such time as the Tranche B Advances are repaid in full, and (4) fourth to deposit into the XX Xxxx Collateral Account to provide cash collateral for the Letter of Credit Exposure. All other prepayments required under Section 2.07(c)(ii) and not covered in the preceding sentence shall be applied as follows: (A) first to prepay Tranche B Advances in the order of maturity until such time as the Tranche B Advances are repaid in full, (B) second to prepay of Swing Line Advances, (C) third to prepay the Tranche A Revolving Advances, and (4) fourth to deposit into the XX Xxxx Collateral Account to provide cash collateral for the Letter of Credit Exposure. In any optional or mandatory prepayment hereunderevent, the Borrower shall select may elect to prepay the Borrowing or Borrowings Tranche B Advances first before being applied to be prepaid and shall specify such selection prepay Tranche A Revolving Advances in the notice of such its sole discretion. Each prepayment required pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a2.07(c)(iii) shall be applied as directed by the Borrower follows: (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(hA) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) first to the prepayment of Loans shall be appliedthe Swing Line Advances, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding and (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (AB) deposited in an escrow account and applied second to the prepayment of Eurodollar Loans on the last day of Tranche A Revolving Advances and, if the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall Tranche A Revolving Advances and Swing Line Advances have been used repaid in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, as a deposit into the Administrative Agent mayXX Xxxx Collateral Account to provide cash collateral for the Letter of Credit Exposure. Each prepayment required pursuant to Section 2.07(c)(iv) shall be applied as follows: (A) first, and upon written direction from to prepay Tranche B Advances in the Required Lenders shallorder of maturity until such time as the Tranche B Advances are repaid in full, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediatelysecond, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c)prepay Swing Line Advances, (eC) or (f), the Borrower may use a portion of the Net Cash Proceeds third to prepay or repurchase Permitted Incremental Equivalent Debtthe Tranche A Revolving Advances, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by (D) fourth, if an Event of Default has occurred and is continuing, deposit into the XX Xxxx Collateral on a pari passu basis with Account to provide cash collateral for the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms Letter of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)Credit Exposure.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(e), subject to the provisions of this Section 2.10(h2.10(d). Any prepayments pursuant to Section 2.10(c), (d), (e) and (fSections 2.10(b)(v)-(vii) shall be applied pro rata amongst each Tranche (i) first, to prepay principal of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and secondthe extent so applied, to reduce remaining future scheduled amortization payments required under Section 2.09 (or including the payment due on the applicable Term Loan Maturity Date) on a pro rata basis among the payments remaining to be made on each Term Loan Repayment Date, and (ii) second, to the extent there are prepayment amounts remaining after the application of such prepayments under preceding clause (i), such excess amounts shall be applied to the prepayment of principal of outstanding Revolving Loans (but without any equivalent provision applicable to any Tranche corresponding reduction in Revolving Commitments (unless an Event of Default then exists, in which case the Revolving Commitments shall be so reduced and the Borrowers shall comply with Sections 2.10(b)(i)-(iv)). Any prepayments of Term Loans extended hereunder after pursuant to Section 2.10(b)(viii) shall be applied to reduce future scheduled amortization payments required under Section 2.09 (including the Closing payment due on the applicable Term Loan Maturity Date) as directed by on a pro rata basis among the Borrower (or, in the case of no direction, in direct order of maturity)payments remaining to be made on each Term Loan Repayment Date. Any prepayment Optional prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as to reduce future scheduled amortization payments under Section 2.09 (including the payment due on the applicable Term Loan Maturity Date) in the manner directed by the Administrative Borrower (in the respective notice of prepayment or, in the case absence of no such direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Loans of any Class shall be applied, applied first to reduce outstanding ABR Loans, if anyLoans of such Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)Class.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant Subject to Section 2.10(i1.10(c), subject to the provisions of this Section 2.10(h). Any any prepayments pursuant to Section 2.10(c1.8(c), (d), (e1.8(d) and (for 1.8(e) shall be applied pro rata amongst first to prepay the next four (4) installments of each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (orLoans, in the case of no directionif any, in direct order of maturity). Any maturity and then to prepay all remaining installments of the Term Loans pro rata against all such scheduled installments based upon the respective amounts thereof (which, if any Other Term Loans are then outstanding, shall consist of a prepayment of Other Term Loans in an amount equal to the Other Pro Rata Share of such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the remaining amount), second to prepay outstanding Swing Loans, third to prepay outstanding Revolving Loans, without permanent reduction of the Revolving Loan Commitment; fourth, to cash collateralize all Letter of Credit Obligations; and fifth, to make prepayments pursuant to Section 2.10(a) shall be applied as directed by 1.8 of the Borrower (orSecond Lien Credit Agreement; provided, in the case of no directionhowever, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory Agent receives a prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied in excess of $3,500,000 pursuant to Section 2.10(h1.8(c) as a result of any Disposition or Event of Loss (or any series of related Dispositions or Events of Loss), Agent may elect, in its sole discretion, to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each apply such application shall be applied Net Proceeds to prepay Eurodollar Loansoutstanding LIFO Revolving Loans (without permanent reduction of the Aggregate LIFO Revolving Loan Commitments). The Borrower shall provide Agent and the Lenders with at least two (2) Business Days prior written notice of any prepayment proposed to be made pursuant to Section 1.8(b), if any1.8(c) or 1.8(d). Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share (if the amount any) of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any tranche of Term Loans required under to be made pursuant to clauses (c), (d) and (e) of this Section 2.10 1.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day prior to the applicable prepayment date. Each Rejection Notice from a Lender shall be in excess of specify the principal amount of the ABR mandatory prepayment of Term Loans at to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time outstanding (an “Excess Amount”), only frame specified above or such Rejection Notice fails to specify the portion principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment as is equal of such Term Loans. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, and to the amount of such outstanding ABR Loans shall extent that any prepayment pursuant to this Section 1.8 would otherwise be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on a LIBOR Rate Loan prior to the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that applicable thereto, and no Default or Event of Default exists or is continuing, the Borrower may instruct Agent in writing to hold such prepayment as cash collateral until the last day of the applicable Interest Period (i) and interest in respect of such Excess Amount the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is amounts are intended to repay until such Excess Amount shall have been amounts are used in full to repay such Loans Loans) and (ii) at any time while an Event then Agent shall apply such prepayment to pay such LIBOR Rate Loan on the last day of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together applicable Interest Period. Together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any each prepayment under this Section 2.10(c), (e) or (f)1.8, the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and shall pay any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent amounts required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)10.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.09 to the prepayment of Revolving Loans shall be applied, applied first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.09 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)2.12.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject Subject to the provisions terms of this Section 2.10(h). Any the ABL Intercreditor Agreement, any prepayments pursuant to Section 2.10(c1.8(c), (d), (e1.8(d) and (for 1.8(e) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar the Initial Loans, if any. Notwithstanding any Incremental Loan and any Other Loans under any Refinancing Amendment on a pro rata basis based on the foregoingoutstanding principal balances thereof in accordance with Section 1.10(b), if the amount of subject to any additional restrictions affecting any such Other Loans under any applicable Permitted Refinancing Intercreditor Agreement or other intercreditor or subordination agreement; provided, further, that any prepayment of the Loans required under this Section 2.10 with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be in excess applied solely to the applicable Refinanced Debt. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining; provided that, so long as no Event of the amount of the ABR Loans Default shall have occurred and be continuing at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal prepayment, the Borrowers may elect that, for a period not to exceed 30 days, the amount remainder of such outstanding ABR prepayments not applied to prepay Base Rate Loans shall be immediately prepaid anddeposited in a non-interest-bearing collateral account pledged to, at and under the election of the Borrowerexclusive control of, the Excess Amount shall be either (A) deposited in an escrow account Agent to secure the Obligations and applied thereafter to prepay the prepayment of Eurodollar LIBOR Rate Loans on until the last day of the then next-next expiring Interest Period for Eurodollar Loans; of such LIBOR Rate Loans so prepaid (provided that (ix) interest in respect of such Excess Amount shall continue to accrue thereon on such LIBOR Rate Loans in respect of which such deposit was made at the rate provided hereunder for the otherwise applicable under this Agreement to such LIBOR Rate Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full deposit is applied to repay prepay such Loans LIBOR Rate Loans, and (iiy) at any time while immediately upon the occurrence of an Event of Default has occurred Default, such amounts may, without any further action or notice of any kind, be removed from such account by the Agent and is continuingimmediately used by the Agent to prepay the LIBOR Rate Loans in accordance with the relevant terms of this Agreement). Together with each prepayment under this Section 1.8, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with Borrowers shall pay any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms Section 10.4 hereof. Any Lender may elect not to accept its pro rata portion of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the any mandatory prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e1.8(c) or Section 1.8(e) above. Any such prepayment amount declined by a Lender (fa “Declined Amount”) shall may be deemed to be retained by the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)Borrowers.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (ei) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied to the Class or Classes of Term Loans as Borrower may specify in the applicable notice of prepayment. If Borrower does not specify the applicable Class or Classes of Term Loans to which a prepayment of Term Loans pursuant to Section 2.10(a) shall be applied, then such prepayment shall be applied to all Classes of Term Loans then outstanding on a pro rata basis. Any prepayments of Term Loans pursuant to Sections 2.10(c), (d)(i) and (f) shall be applied ratably to each Class of Term Loans then outstanding; provided that, notwithstanding the foregoing, any Incremental Loan Amendment, Refinancing Amendment or Extension Amendment may provide for a ratable or a less than ratable application of mandatory prepayments to any such Class of Term Loans established thereunder. Any prepayments of Term Loans pursuant to Sections 2.10(d)(ii) shall be applied to the Class or Classes of Term Loans (as selected by Borrower) being refinanced with such Refinancing Loans or Credit Agreement Refinancing Indebtedness. Any prepayments of Term Loans pursuant to Sections 2.10(a), (c), (d) and (f) shall be applied to reduce scheduled payments required under Section 2.09(a) as directed by the Borrower (or, in the case notice of no directionsuch prepayment pursuant to Section 2.10(h) (and, if not specified, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and maturity to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans scheduled payments required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”2.09(a), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory mandatory(i) prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(j), subject to the provisions of this Section 2.10(h2.10(i). Subject to Section 2.10(k) below, all optional prepayments will be applied pro rata amongst each Tranche of outstanding Term Loans and, if applicable, Incremental Term Loans and, within each Tranche, as directed by the Borrower (and absent such direction, in direct order of maturity thereof). Any prepayments pursuant to Section 2.10(c2.10(b), (c), (d), ) and (e) and (f) or any equivalent provision applicable to any Tranche of Loans extended hereunder after the Closing Date), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, if applicable, Incremental Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans and, if applicable, Incremental Term Loans being prepaid and second, to reduce the remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the principal amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Term Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13Incremental Term Loans. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (fe), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).81 US-DOCS\121951479.16133960081.2

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(j), subject to the provisions of this Section 2.10(h2.10(i). Subject to Section 2.10(k) below, all optional prepayments will be applied pro rata amongst each Tranche of outstanding Term Loans and, if applicable, Incremental Term Loans and, within each Tranche, as directed by the Borrower (and absent such direction, in direct order of maturity thereof). Any prepayments pursuant to Section 2.10(c2.10(b), (c), (d), ) and (e) and (f) or any equivalent provision applicable to any Tranche of Loans extended hereunder after the Closing Date), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, if applicable, Incremental Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans and, if applicable, Incremental Term Loans being prepaid and second, to reduce the remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the principal amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Term Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13Incremental Term Loans. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (fe), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (fe) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (fe) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), ) or (e) or (f)and the outstanding principal amount of such Applicable Other Indebtedness required to be prepaid pursuant to the corresponding provisions of such Applicable Other Indebtedness.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any voluntary prepayments pursuant to Section 2.10(csubsection 2.4B(i) shall be applied as specified by the applicable Borrower in the applicable notice of prepayment; provided that in the event the applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be first to repay outstanding Revolving Loans to the full extent thereof, second to repay outstanding Term Loans ratably, in accordance with their respective outstanding principal balances to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement); provided that if no order is specified, (d), (e) and (f) voluntary prepayments applicable to the Revolving Loans hereunder shall be applied pro rata amongst each Tranche of outstanding Term among all Revolving Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no directionOffshore Borrowers, in direct order of maturity)to prepay Offshore Revolving Loans. Any mandatory prepayment of Term Loans pursuant to Section 2.10(asubsections 2.4B(ii)(a)-(f) shall be applied as directed by set forth in such subsections; provided that mandatory prepayments of the Borrower Term Loans shall be made ratably among the Tranche A1 Term Loans, Tranche B1Term Loans, Tranche C Term Loans, Additional Term Loans (or, if any) and Refinancing Term Loans (if any) in accordance with their respective outstanding principal amounts at the case time of no direction, payment and shall reduce the scheduled installments of principal of the applicable Term Loans set forth in direct order of maturity). After application of subsection 2.4B pro rata to all remaining installments (except for mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such applicationunder subsection 2.4B(ii)(b), such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application which shall be applied to prepay Eurodollar Loansall such installments in forward order of maturity); provided further, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding of such mandatory prepayment, the Term Loans have been repaid in full and (an “Excess Amount”), only to the portion of extent such prepayment is required to be applied to the Revolving Loan Commitments) the amount of such prepayment as is equal to exceeds the sum of the Revolving Loan Commitments then in effect the amount of by which such outstanding ABR Loans prepayment exceeds such amount shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on L/C Collateral Account until the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in L/C Collateral Account holds an amount equal to such Excess the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of any Type of Term Loans, Revolving Loans or (B) prepaid immediately, together with any amounts owing Offshore Revolving Loans shall be applied first to Base Rate Loans of the applicable Type to the Lenders under Section 2.13full extent thereof before application to Euro Rate Loans of such Type as determined by Administrative Agent, in each case in a manner which minimizes the amount of any payments required to be made by the applicable Borrowers pursuant to subsection 2.6E. All prepayments of Euro Rate Loans Term Loans and Offshore Revolving Loans shall include payment of accrued interest on the principal amount so prepaid and shall be applied to payment of interest before application to principal. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (fFor purposes of this subsection 2.4B(iii), the Borrower may use a portion outstanding principal balance of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) French Tranche C2 Term Loans shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum Dollar Equivalent of the outstanding principal amount balance of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required as of the date of the applicable voluntary or mandatory prepayment to be prepaid applied to repay Term Loans in accordance with this subsection 2.4B(iii). Amounts to be applied to French Tranche C2 Term Loans pursuant to Section 2.10(c), (ethis subsection 2.4B(iii) or (f)received by the Administrative Agent in Dollars shall be converted by the Administrative Agent into Euros at the Spot Rate on the date of application.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Loans pursuant to Section 2.10(c), (d), (e) and or (f) shall be applied pro rata amongst each Tranche to reduce (1) any outstanding Revolving Loans ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess and (2) in the event any such mandatory prepayments of outstanding Term Revolving Loans andare made pursuant to Sections 2.10(c) or (f) or, within each Tranche, first, to accrued interest and fees other than with respect to Term Loans being Permitted Unsecured Indebtedness, Section 2.10(d), the Revolving Commitments ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such amount prepaid pursuant to clause (1) of this paragraph (h), and second, to reduce remaining scheduled payments required under Borrower shall comply with Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity2.10(b). Any prepayment Optional prepayments of Term Revolving Loans pursuant to this Section 2.10(a) 2.10 shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Revolving Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Revolving Loans at the time outstanding (an “Excess Amount”)outstanding, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Revolving Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount balance of such required prepayment shall be either (A) deposited in an escrow account the Collateral Account and applied to the prepayment of Eurodollar Revolving Loans on the last day of the then next-next expiring Interest Period for Eurodollar Loans; provided that Revolving Loans (i) with all interest in respect of such Excess Amount shall continue to accrue accruing thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (iiaccount of Borrower) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness such deposit in each case secured by the Collateral Account, interest shall continue to accrue on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)until prepayment.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.05(a), subject to the provisions of this Section 2.10(h2.05(c). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.05 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Base Rate Revolving Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Revolving Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.05 shall be in excess of the amount of the ABR Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)3.05.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h)(a) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF MATURITY. Any voluntary prepayments pursuant to Section 2.10(c), (d), (e) and (fsubsection 2.4A(i) shall be applied pro rata amongst each Tranche to the Loans as Borrowers may elect in their notice of prepayment delivered pursuant to subsection 2.4A(i). In the event that no such election is made, such prepayment shall be applied FIRST to repay outstanding Acquisition Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Existing Term Loans being prepaid to the full extent thereof, SECOND to prepay outstanding Swing Line Loans to the full extent thereof, and second, THIRD to reduce remaining scheduled payments required under Section 2.09 (or prepay outstanding Revolving Loans to the full extent thereof; PROVIDED that any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Tranche B Term Loans pursuant to Section 2.10(athis subsection 2.4A(iii) shall effect a corresponding reduction of Tranche B Commitments in accordance with clause 1 of the second paragraph of subsection 2.1A(ii)(b); PROVIDED FURTHER that any prepayment of Tranche D Term Loans pursuant to this subsection 2.4A(iii) shall effect a corresponding reduction of Tranche D Commitments in accordance with clause 1 of the second paragraph of subsection 2.1A(ii)(d). Any voluntary prepayments of the Term Loans pursuant to subsection 2.4A(i) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first proportionally to reduce outstanding ABR Loans, if any. Any amounts the remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Scheduled Existing Term Loan Repayment Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuingScheduled Tranche A Repayment Amount, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f)Scheduled Tranche B Repayment Amount, the Borrower may use a portion of Scheduled Tranche C Repayment Amount and the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral Scheduled Tranche D Repayment Amount on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)PRO RATA basis.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower Parent shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(h), subject to the provisions of this Section 2.10(h2.10(g). Any prepayments of Term Loans pursuant to Section 2.10(c2.10(a), (b), (c), (d), (e) and or (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments prepayments required under Section 2.09 (or any equivalent provision applicable 2.09, on a pro rata basis among the prepayments remaining to any Tranche of Term Loans extended hereunder after the Closing be made on each other Scheduled Repayment Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h2.10(g) and to the extent there are mandatory prepayment amounts Net Cash Proceeds or Excess Cash Flow remaining after such application, Borrowers shall (i) first, prepay outstanding LC Loans until all outstanding LC Loans have been paid in full and (ii) second, cash collateralize outstanding Letters of Credit, without notice or demand, by depositing on terms and in accounts satisfactory to the Collateral Agent, in the name of the Collateral Agent and for the benefit of the LC Lenders, an amount in cash equal to the LC Exposure as of such amounts shall be applied date plus any accrued and unpaid LC Facility Fees as directed by the Borrowerof such date. Amounts to be applied pursuant to this Section 2.10(h) to the prepayment of Term Loans shall be applied, first applied to reduce outstanding ABR Term Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans, if any. Amounts to be applied pursuant to this Section to the prepayment of LC Loans shall be applied to reduce outstanding ABR LC Loans. Any amounts remaining after each such application shall be applied to prepay Eurodollar LC Loans. Notwithstanding the foregoing, if the amount of any prepayment of Term Loans required under this Section 2.10 shall be in excess of the aggregate principal amount of the ABR Term Loans at the time outstanding (to the extent that such excess does not exceed the aggregate principal amount of the Eurodollar Term Loans at the time outstanding, an “Excess Term Loan Prepayment Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Term Loans shall be immediately prepaid and, at the election of the BorrowerParent, the Excess Term Loan Prepayment Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Term Loans on the last day of the then next-expiring Interest Period for Eurodollar Term Loans; provided that (i) interest in respect of such Excess Term Loan Prepayment Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Term Loan Prepayment Amount is intended to repay until such Excess Term Loan Prepayment Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Term Loan Prepayment Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contraryforegoing, with respect to if the amount of any prepayment of LC Loans required under this Section 2.10(c), (e) or (f), the Borrower may use a portion shall be in excess of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(cABR LC Loans at the time outstanding (an “Excess LC Loan Prepayment Amount”), (e) or (f) shall be deemed to be only the amount equal to the product portion of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, prepayment as is equal to the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness outstanding ABR LC Loans shall be immediately prepaid and, at the election of Parent, the Excess LC Loan Prepayment Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the outstanding principal prepayment of Eurodollar LC Loans on the last day of the then next-expiring Interest Period for Eurodollar LC Loans; provided that (i) interest in respect of such Excess Term Loan Prepayment Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess LC Loan Prepayment Amount is intended to repay until such Excess LC Loan Prepayment Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount of Term Loans required equal to be prepaid pursuant to Section 2.10(c), (e) such Excess LC Loan Prepayment Amount or (f)B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

Application of Prepayments. Prior to (i) Before any optional prepayment or mandatory prepayment repayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(h)(ii), subject to the provisions of this Section 2.10(h2.10(h)(i). Any prepayments required pursuant to Section 2.10(c), (d), (e) and (f2.10(c)-(g) shall be applied pro rata amongst each Tranche (x) first to reduce the next four scheduled payments of outstanding Initial Term Loans, Extended Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Incremental Term Loans being prepaid and second, required to reduce remaining scheduled payments required be made under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date2.09(a) as directed by the Borrower (or, in the case of no direction, in direct order of maturity, on a pro rata basis among such Term Loans, (y) second on a pro rata basis among the payments on account of Initial Term Loans, Extended Term Loans and Incremental Term Loans remaining to be made on each Term Loan Repayment Date and the Final Maturity Date, and (z) third to the extent there are prepayment amounts remaining after the application of such prepayments under clause first and second, such excess amounts shall be applied to the prepayment of outstanding Revolving Loans, including to Cash Collateralize outstanding Letters of Credit (but without any corresponding reduction in Revolving Commitments), and Borrower shall comply with Section 2.10(b). Any prepayment prepayments of Term Loans pursuant to Section 2.10(a) shall be applied to the remaining scheduled payments of Initial Term Loans, Extended Term Loans and Incremental Term Loans required to be made under Section 2.09(a) on a pro rata basis among such Term Loans as directed by the Borrower (or, in the case absence of no any such direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed unless otherwise agreed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)adversely affected Lenders.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h)(a) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND ORDER OF MATURITY. Any voluntary prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(asubsection 2.4B(i) shall be applied as directed specified by the Borrower (or, Company in the case applicable Notice of no directionPrepayment; PROVIDED that all such voluntary prepayments shall, irrespective of any application specified by Company, first be applied in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(hthe following priority to repay any amounts owing to (i) and FIRST, Swing Line Lender due to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by failure of any Revolving Lender to (A) fund a Revolving Loan for the Borrower. Amounts to be applied purpose of repaying any Refunded Swing Line Loan pursuant to Section 2.10(hsubsection 2.1A(iii)(b) or (B) purchase an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) SECOND, Issuing Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; PROVIDED FURTHER that in the event Company fails to specify the Loans to which any such prepayment of Loans shall be applied, first and funds remain after 51 being applied in accordance with this subsection 2.4B(iv)(a), such prepayment shall be applied FIRST to reduce repay outstanding ABR LoansSwing Line Loans to the full extent thereof, if anySECOND to repay outstanding Revolving Loans to the full extent thereof, and THIRD to repay outstanding Term Loans to the full extent thereof. Any amounts remaining after each such application voluntary prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount reduce each remaining scheduled installment of any prepayment of Loans required under this Section 2.10 shall be in excess principal of the amount of the ABR Term Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited set forth in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral subsection 2.4A on a pari passu pro rata basis (in accordance with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the respective outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (famounts thereof).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each of Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of B-1 Term Loans pursuant to Section 2.10(a), (c) or (d) shall be applied as directed by to prepay the Borrower (or, in the case of no direction, in direct order of maturity)Tranche B-1 Term Loans on a pro rata basis. After application of mandatory prepayments of Tranche B-1 Term Loans described above in this Section 2.10(h2.10(e) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts the Revolving Commitments shall be applied as directed by permanently reduced ratably among the BorrowerRevolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Tranche B-1 Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Tranche B-1 Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Tranche B-1 Term Loans or Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower. Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) ), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining scheduled payments required under Section 2.09 principal amount of the Term Loan (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the BorrowerRevolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid andand the Excess Amount shall be either, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)) and the outstanding principal amount of such Applicable Other Indebtedness required to be prepaid pursuant to the corresponding provisions of such Applicable Other Indebtedness.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(h), subject to the provisions of this Section 2.10(h2.10(g). In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class remain outstanding, the aggregate amount of such prepayment shall be allocated first among the Dollar Term Loans, Euro Term Loans and GBP Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. Any prepayments of Term Loans pursuant to Section 2.10(c2.10(a), (c), (d), (e) and or (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments prepayments required under Section 2.09 (or any equivalent provision applicable on a pro rata basis among the prepayments remaining to any Tranche of be made on each Term Loans extended hereunder after the Closing Loan Repayment Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h2.10(g) and to the extent there are mandatory prepayment amounts remaining after such application, (i) in the case of any such amounts mandatory prepayments pursuant to Section 2.10(c), the Revolving Commitments shall be applied as directed by permanently reduced ratably among the BorrowerRevolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b) and (ii) in the case of any other such mandatory prepayments, Borrower shall apply such prepayments first, to repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and third, to replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i). Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Dollar Loans shall be applied, as applicable, first to reduce outstanding Dollar Loans that are ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Dollar Loans that are Eurocurrency Term Loans or Eurocurrency Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).:

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.03 to the prepayment of Loans shall be applied, applied first to reduce outstanding ABR Base Rate Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.03 shall be in excess of the amount of the ABR Base Rate Loans at the time outstanding (an “Excess Amount”), the Borrower shall have the option to either (A) prepay only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Base Rate Loans shall be immediately prepaid and, at and deposit the election of Excess Amount in an escrow account on terms reasonably satisfactory to the Collateral Agent and the Borrower, ; provided that (i) the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (iii) interest in respect of such the Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such the Excess Amount is intended to repay until such the Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and Loans; (iiiii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such the Excess Amount Amount; and (iv) the option under this clause (A) shall not be available if the escrow account referred to above is not established prior to the date required for prepayment or (B) prepaid prepay all of such Loans immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)3.05.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings All amounts required to be prepaid and shall specify such selection in the notice of such prepayment paid pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f3.3(b)(i) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied Revolving Loans and second to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow a cash collateral account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any LOC Obligations. All amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c3.3(b)(ii), (e) or (fiii) and the denominator of which is the sum (iv) above shall be paid promptly upon receipt of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans amounts to be prepaid. All amounts required to be prepaid pursuant to Section 2.10(c3.3(b)(ii), (eiii), (iv) and (v) above shall be applied as follows: (I) the first $15 million of proceeds prepaid during the term of this Credit Agreement pursuant to the terms of Section 3.3(a) and this Section 3.3(c) shall be applied among the outstanding Tranche A Term Loans and Tranche B Term Loans (and among the remaining principal installments due thereunder) as the Borrower may elect; provided that if the Borrower fails to specify the manner of prepayment of any portion of the first $15 million of proceeds such prepayment shall be applied pro rata among the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall then be applied pro rata with respect to each remaining installment of principal), (II) following the prepayment of the first $15 million of Term Loans, prepayments with respect to the Term Loans pursuant to this Section 3.3(c) and Section 3.3(a) shall be applied pro rata among the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall then be applied pro rata to the principal payments on the Tranche A Term Loans and Tranche B Term Loans due within the first twelve months following repayment of $15 million of Term Loans pursuant to clause (I) above, and (III) following the prepayments required pursuant to clause (II) above, prepayments with respect to the Term Loans shall be applied among the outstanding Tranche A Term Loans and Tranche B Term Loans (which amounts shall be applied pro rata with respect to each remaining installment of principal). One or more holders of the Tranche B Term Loans may decline to accept a mandatory prepayment under Sections 3.3(b)(ii), (iii), (iv), or (v) with respect to the Tranche B Term Loans (to the extent there is sufficient Tranche A Term Loans outstanding to be paid with such prepayment in which case such declined prepayments shall be allocated pro rata among the Tranche A Term Loans and among the Tranche B Term Loans held by Lenders accepting such prepayments). In the event the Tranche A Term Loans and Tranche B Term Loans have been repaid in full, no further amounts shall be required to be prepaid pursuant to Section 3.3(b)(ii), (iii), (iv) or (f)v) hereof. Within the parameters of the application set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments hereunder shall be subject to Section 3.11.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any Mandatory prepayments pursuant to Section Sections 2.10(c), (d), (e) and (fe) shall be applied to the Term Loans, any then-existing Incremental Term Loans and any then-existing Replacement Term Loans on a pro rata amongst each Tranche of outstanding Term Loans basis, and, within each Tranche, first, to accrued interest and fees with respect to the Term Loans being prepaid and secondLoans, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, principal repayment installments thereof in direct order of maturity). Any prepayment of , and, with respect to any then-existing Incremental Term Loans pursuant to Section 2.10(a) shall be applied Loans, as directed by the Borrower (or, set forth in the case of no directionapplicable Increase Joinder, and, with respect to any then-existing Replacement Term Loans, as set forth in direct order of maturity). After application of mandatory prepayments of the applicable Replacement Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the BorrowerLoan Facility Amendment. Amounts to be applied pursuant to this Section 2.10(h) to the prepayment of Loans 2.10 shall be applied, applied first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (Ai) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for such Eurodollar Loans; provided that Loans (iprovided, that, (A) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (iiB) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount Amount) or (Bii) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior Subject to Section 1.10 and except as may otherwise be set forth in any Extension Offer with respect to any optional or mandatory prepayment hereunderExtended Term Loan, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any any prepayments pursuant to Section 2.10(c1.8(c) (other than prepayments of Swing Loans and Revolving Loans as set forth therein), (d1.8(d), (e1.8(e) and (for 1.8(f) shall be applied first pro rata amongst to each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche Class of Term Loans extended hereunder after Loan based upon the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) respective outstanding principal balances thereof and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar all remaining installments of the Term Loan pro rata against all such scheduled installments based upon the respective amounts thereof, second to prepay outstanding Swing Loans, if anythird to prepay outstanding Revolving Loans without a permanent reduction of the Aggregate Revolving Loan Commitment, and fourth to cash collateralize Letters of Credit in an amount determined in accordance with Section 7.4. Notwithstanding the foregoing, if subject to Section 1.10(c), any prepayments pursuant to Section 1.8(d)(ii) within 90 days of the Closing Date may, at the written election of Borrower made to Agent at least two Business Days prior to prepayment (or such shorter time as Agent may elect in its sole discretion), be applied first to prepay outstanding Swing Loans, second to prepay outstanding Revolving Loans without a permanent reduction of the Aggregate Revolving Loan Commitment, third to prepay all remaining installments of the Term Loan pro rata against all such scheduled installments based upon the respective amounts thereof and fourth to cash collateralize Letters of Credit in an amount of determined in accordance with Section 7.4. To the extent permitted by the foregoing sentences, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f)1.8, the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and shall pay any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent amounts required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)10.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, All prepayments of the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Loans required by Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), 2.13 (d), other than subparagraph (ec) and (fthereof) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, firstFIRST, to accrued interest all fees and fees with respect to Term Loans being prepaid expenses then due and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and payable to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of this Agreement and the documentation governing other Loan Documents, SECOND, to any interest then due and payable on the Term Loan, THIRD, to prepay the Term Loan until the Term Loan shall have been repaid in full, together with accrued and unpaid interest thereon, FOURTH, to any interest then due and payable on the Revolving Loans, FIFTH, to prepay the Revolving Loans until such Applicable Other IndebtednessRevolving Loans shall have been repaid in full, in which casetogether with accrued and unpaid interest thereon, the amount and SIXTH, to all other outstanding Obligations then due and payable. Simultaneously with any prepayment of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of (i) the Term Loans required to be prepaid Loan pursuant to Section 2.10(c)the preceding sentence, each Lender's Term Loan Commitment shall be permanently reduced by such Lender's Pro Rata Share of such prepayment and (eii) or (f) and the denominator Revolving Loans pursuant to the preceding sentence, each Lender's Revolving Loan Commitment shall be permanently reduced by such Lender's Pro Rata Share of which is the sum such prepayment. All prepayments of the outstanding principal amount Term Loan shall be applied to the installments thereof in inverse order of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)maturity.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, Parent Borrower (on behalf of itself and the Borrower Subsidiary Borrower) shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Loans pursuant to Section 2.10(c), (d), (ef) and or (fg) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments installments of principal required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or2.09, in the case of no directionfirst, in direct order to such scheduled installments of maturity)principal due on the next four Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date. Any prepayment prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as directed specified by the Parent Borrower (or, in on behalf of itself and the case of no direction, in direct order of maturitySubsidiary Borrower). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Loans shall be applied, applied first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Parent Borrower, the Excess Amount shall be either (A) to the extent the date of the next expiring Interest Period with respect to Eurodollar Loans is no greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.10, deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to ; provided that if the contrary, next expiring Interest Period with respect to any Eurodollar Loans is greater than 90 days after the date of prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required Loans pursuant to the terms of the documentation governing this Section 2.10, then such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) Eurodollar Loans shall be deemed to be the amount equal to the product of prepaid immediately as set forth in clause (xB) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)above.

Application of Prepayments. Prior Each prepayment of Term Loan Advances shall be remitted by Borrower to Agent to be allocated in accordance with the provisions of SECTION 4.6.1 hereof and, to the extent allocable thereunder to any optional or mandatory prepayment hereunderof the Loans, allocated first to the Borrower Term Loans and distributed by Agent to each Lender on a Pro Rata basis. Each Lender shall select apply its share of each prepayment, first to accrued but unpaid interest, and the Borrowing or Borrowings balance to be prepaid and shall specify such selection installments of principal in the notice inverse order of their maturities, until such Lender's Term Loan Advance is paid in full; PROVIDED, HOWEVER, that, if no Event of Default exists at the time of a Lender's receipt of any optional prepayment made pursuant to SECTION 4.3.4, such Lender shall apply the portion of such prepayment pursuant to Section 2.10(i), subject remaining after payment of accrued but unpaid interest to the provisions remaining installments of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees principal owing with respect to such Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche Loan Advance on a pro rata basis. Each Lender shall apply the portion of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any a prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts that is to be applied pursuant to Section 2.10(hprincipal installments first to outstanding Base Rate Loans and then to any outstanding LIBOR Loans with the shortest Interest Periods remaining; but if application to any LIBOR Loans would cause the same to be paid prior to the end of an applicable Interest Period, then, by prior written notice to Agent, Borrower may elect as to such LIBOR Loan (i) to the prepayment of Loans shall be applied, first deliver cash to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be Agent in excess of the amount of the ABR Loans at required prepayment, to be held by Agent as Cash Collateral until the time outstanding (an “Excess Amount”), only the portion end of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid andapplicable Interest Period, at the election of the Borrower, the Excess Amount which time Agent shall be either (A) deposited in an escrow account and applied disburse such Cash Collateral to the prepayment of Eurodollar Lenders on a Pro Rata basis for application to such LIBOR Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and or (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, to apply any or all proceeds then on deposit such prepayment to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term the Revolver Loans required and to have Agent establish an Availability Reserve in equal amount, which Availability Reserve will be prepaid pursuant released and applied to Section 2.10(c), (e) or (f) and pay such LIBOR Loan at the denominator of which is the sum end of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)applicable Interest Period.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(c2.10(a), (c), (d), (e) and ), (f) or (g) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments prepayments required under Section 2.09 (or any equivalent provision applicable on a pro rata basis among the prepayments remaining to any Tranche of be made on each Term Loans extended hereunder after the Closing Loan Repayment Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts the Revolving Commitments shall be applied as directed by permanently reduced ratably among the BorrowerRevolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of the Loans which such Excess Amount is intended to repay shall continue to accrue thereon at the rate provided hereunder for the such Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). (i) Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed made by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(aSections 5.3(a) 5.3(b) or 5.3(c) above shall be applied as directed by follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Borrower Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Lender then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Lender based on their respective Ratable Shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Ratable Shares of such interest and fees; fourth, to the principal balance of the Term Loans until the same shall have been paid in full, pro rata to the Lenders based on their Ratable Shares thereof, and applied to the remaining principal installments thereof (or, including the installment due on the Term Loan Maturity Date thereof) in the case of no direction, in direct inverse order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and scheduled maturities; fifth, to the extent there are mandatory prepayment amounts remaining after such applicationprincipal balance of the Swingline Loans, such amounts until the same shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) have been paid in full, to the prepayment Swingline Loan Lender, sixth, to the principal balance of Loans shall be applied, first to reduce outstanding ABR the Revolving Credit Loans, if anyuntil the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Credit Commitments and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the Letter of Credit Obligations of such date plus any accrued and unpaid fees thereon. Any amounts remaining after each such application The Revolving Credit Commitments of the Lenders shall not be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if permanently reduced by the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”)prepayments made pursuant to clauses fifth through seventh above, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while unless a Potential Default or an Event of Default has occurred and is continuing, the Administrative Agent may, continuing and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)so request.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, (a) All prepayments of the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice Loans required by clauses (a) through (c) of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) 2.12 shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to prepay the Term Loans being prepaid until such Term Loans shall have been repaid in full, together with accrued and unpaid interest thereon, second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term prepay the Revolving Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after until such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Revolving Loans shall be appliedhave been repaid in full, first together with accrued and unpaid interest thereon, third, to reduce Cash Collateralize the then outstanding ABR LoansLetters of Credit and, if anyfourth, to all other outstanding Obligations. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding If (i) at the foregoing, if the amount time of any prepayment of Loans required under this Section 2.10 shall be in excess of the principal amount of the ABR Revolving Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal pursuant to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be preceding sentence (other than any prepayment required by Section 2.12(a)) either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day Leverage Ratio as of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect end of the fiscal quarter immediately preceding such Excess Amount shall continue date as to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended financial statements are required to repay until such Excess Amount shall have been used in full delivered pursuant to repay such Loans and Section 6.1(a) or 6.1(b), as applicable, is greater than or equal to 2.0 or (iiB) at any time while an Event of Default has occurred and is continuingcontinuing as a result of the Borrower's failure to deliver any financial statement or Compliance Certificate as and when required pursuant to Section 6.1(a), 6.1(b) or 6.1(e), as applicable, then simultaneously with any prepayment of the Administrative Agent may, and upon written direction from principal amount of the Required Lenders shall, apply any or all proceeds then on deposit Revolving Loans pursuant to the payment preceding sentence, each Lender's Revolving Loan Commitment shall be permanently reduced by such Lender's Pro Rata Share of such prepayment and, (ii) at the time of any prepayment of the principal amount of the Revolving Loans in an amount equal pursuant to the preceding sentence (other than any prepayment required by Section 2.12(a)), both (A) the Leverage Ratio as of the end of the fiscal quarter immediately preceding such Excess Amount or date as to which financial statements are required to have been delivered pursuant to Sections 6.1(a) and 6.1(b), as applicable, is less than 2.0 and (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) no Default has occurred or (f), the Borrower may use is continuing as a portion result of the Net Cash Proceeds Borrower's failure to prepay deliver any financial statement or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt Compliance Certificate as and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent when required pursuant to Section 6.1(a), 6.1(b) or 6.1(e), as applicable, then, any Revolving Loans repaid pursuant to the preceding sentence may be reborrowed, subject to the other terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)this Agreement.

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

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(.i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Loans shall be applied, applied first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section Section. 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of the Loans which such Excess Amount is intended to repay shall continue to accrue thereon at the rate provided hereunder for the such Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment Loan pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f2.13(a) shall be applied as specified by the BorrowersBorrower in the applicable notice of prepayment; provided, any such prepayment of the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans shall be applied (x) to prepay the Term Loans, the Incremental Term Loans, the Extended Term Loans and the Other Term Loans on a pro rata amongst each Tranche of basis (in accordance with the respective outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required principal amounts thereof) (unless any Lenders under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder such Class incurred after the Closing DateDate elect to be prepaid on a less than ratable basis) and (y) to the remaining Installments of principal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans as directed by the Borrower BorrowersBorrower (or, in the case absence of no such direction, in direct order of maturity). Any If the Borrowers failBorrower fails to specify the Loans to which any such prepayment of Term Loans pursuant to Section 2.10(a) shall be applied, such prepayment shall be applied as directed by follows: first, to repay outstanding Swing Line Loans to the Borrower full extent thereof; second, to repay outstanding Revolving Loans to the full extent thereof; and third, to prepay the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans on a pro rata basis (orunless any Lenders under any Extended Term Loans, in Other Term Loans or Incremental Term Loans have elected to be paid on a less than ratable basis), and shall be further applied on a pro rata basis to the case first eight remaining Installments of no directionprincipal of the Term Loans, the Extended Term Loans, the Other Term Loans and the Incremental Term Loans in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit a pro rata basis to the payment of all such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)remaining Installments.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any voluntary prepayments pursuant to Section 2.10(csubsection 2.4A(i) shall be applied as specified by the applicable Borrower in the applicable notice of prepayment; provided that in the event the applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be FIRST to repay outstanding Revolving Loans to the full extent thereof, SECOND to repay outstanding Term Loans to the full extent thereof, and THIRD to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement); PROVIDED that if no order is specified, (d), (e) and (f) voluntary prepayments applicable to the Revolving Loans hereunder shall be applied pro rata amongst each Tranche of outstanding Term among all Revolving Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no directionOffshore Borrowers, to prepay Offshore Loans; PROVIDED FURTHER that, notwithstanding anything in direct order the foregoing to the contrary, such voluntary prepayments of maturity)Revolving Loans shall be applied first to General Revolving Loans to the full extent thereof and then to Separated Funded Loans. Any mandatory prepayment of Term Loans pursuant to Section 2.10(asubsections 2.4A(ii)(a)-(f) shall be applied as directed by the Borrower (or, set forth in the case of no direction, in direct order of maturity). After application of such subsections; PROVIDED that all mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Revolving Loans shall be applied, first made ratably between Separated Funded Loans and General Revolving Loans in proportion to reduce the respective principal amounts outstanding ABR Loans, if any. Any amounts remaining after on the date of each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if prepayment and the amount of any prepayment mandatory reduction of Loans the Revolving Loan Commitments otherwise required under this Section 2.10 by such subsections shall be in excess of reduced by the amount of the ABR Loans prepayments made on the Separated Funded Loans; PROVIDED FURTHER, if at the time outstanding (an “Excess Amount”)of such mandatory prepayment, only the portion of Term Loans have been repaid in full and the amount of such prepayment as is equal to exceeds the sum of the Revolving Loan Commitments then in effect PLUS the Separated Funded Loans outstanding the amount of by which such outstanding ABR Loans prepayment exceeds such amount shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on L/C Collateral Account until the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in L/C Collateral Account holds an amount equal to such Excess the Aggregate Available Amount or (B) prepaid immediately, together with any amounts owing to as defined in the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(cSecurity Agreement), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount ." The remainder of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which subsection is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)unchanged.

Application of Prepayments. Prior Subject to Section 1.10(c) and except as may otherwise be set forth in any Extension Offer with respect to any optional Extended Term Loan or mandatory prepayment hereunderin any amendment with respect to Incremental Term Loans, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i)the agreements governing Incremental Equivalent Indebtedness, subject to the provisions of this Section 2.10(h). Any or as otherwise provided herein, any prepayments pursuant to Section 2.10(c1.8(c), (d), (e1.8(d) and (for 1.8(e) shall be applied pro rata amongst first to prepay installments of each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche such Class of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (orLoan, in the case of no directionif any, in direct order of maturity). Any prepayment maturity (including the remaining unpaid principal balance at the Maturity Date of such Class of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (orLoans), in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied second to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of outstanding Swing Loans required under this Section 2.10 shall be in excess without permanent reduction of the amount Aggregate Revolving Loan Commitment or the Swingline Commitment, third to prepay outstanding Revolving Loans without permanent reduction of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion Aggregate Revolving Loan Commitment and fourth to cash collateralize Letters of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited Credit in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loansamount determined in accordance with Section 7.5; provided that (i) interest in respect no event shall any Incremental Term Loans or the refinancing of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required thereof be permitted to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) voluntarily or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be mandatorily prepaid pursuant to Section 2.10(c)1.7 or Section 1.8, (e) or (f) and as applicable, prior to the denominator of which is the sum repayment in full of the then outstanding principal amount Term Loans unless accompanied by at least a ratable repayment of such Applicable Other Indebtedness Term Loans. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the outstanding principal amount of Term Loans shortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the Borrower shall pay any amounts required to be prepaid pursuant to Section 2.10(c), (e) or (f)10.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.05(a) or (h), as applicable, subject to the provisions of this Section 2.10(h2.05(g). Any prepayments pursuant to Section 2.10(c2.05(a), (c), (d), (e) and or (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable 2.07, first, at the Borrower’s option, to any Tranche scheduled principal installments of Term Loans extended hereunder after due within the Closing Date) as directed by following twelve months, and second, on a pro rata basis to all remaining scheduled principal installments of the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the BorrowerLoans. Amounts to be applied pursuant to this Section 2.10(h) 2.05 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Base Rate Term Loans and Base Rate Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans or Eurodollar Rate Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.05 shall be in excess of the amount of the ABR Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent and the Borrower and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)3.05.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied to reduce scheduled payments required under Section 2.09 in the order directed by Borrower. Any prepayment of Term Loans pursuant to Section 2.10(c), (d), (ef) and or (fg) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments prepayments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any maturity for the scheduled prepayments due within twelve (12) months after such prepayment of and thereafter to the scheduled prepayments required under Section 2.09 on a pro rata basis among the prepayments remaining to be made on each Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity)Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts the Revolving Commitments shall be applied as directed by permanently reduced ratably among the BorrowerRevolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.09(d), subject to the provisions of this Section 2.10(h2.09(c). Any prepayments Prepayments pursuant to Section 2.10(c)2.09(a) shall not be applied to reduce the Revolving Commitments, unless Borrowers elect to permanently reduce the Revolving Commitments in connection with any such prepayment (d), (e) and (f) in which case such prepayments shall be applied pro rata amongst each Tranche of outstanding Term Loans andto permanently reduce the Revolving Commitments ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments, within each Tranche, first, to accrued interest and fees Borrowers shall comply with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity2.09(b). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.09 to the prepayment of Revolving Loans shall be applied, applied first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.09 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)2.12.

Application of Prepayments. (i) Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(g)(iii), subject to the provisions of this Section 2.10(h2.10(g)(i); provided, however, that any optional prepayment of Term Loans made by the Borrower prior to July 1, 2014 shall be applied first to reduce the scheduled payment on the Term Loans pursuant to Section 2.09(a) that is due on July 1, 2014. Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by to reduce the Borrower scheduled payments under Section 2.09(a) on a pro rata basis among the payments remaining to be paid on each Term Loan Repayment Date. Each repayment of Loans pursuant to Sections 2.10(c)–(f) shall be applied (orx) first, in to the case of no direction, in direct order of maturity). After application of mandatory prepayments outstanding principal amount of Term Loans described above and to reduce the scheduled payments required under Section 2.09(a) on a pro rata basis among the payments remaining to be paid on each Term Loan Repayment Date; provided, however, the Net Cash Proceeds from any Asset Sale shall be applied (i) first, to reduce the scheduled payment on the Term Loans pursuant to Section 2.09(a) that is due on July 1, 2014 and (ii) second, to the extent in this excess thereof, to reduce the remaining scheduled payments required under Section 2.10(h2.09(a) on a pro rata basis among the payments remaining to be paid on each Term Loan Repayment Date, and (y) second, to the extent there are mandatory prepayment amounts remaining after the application of such applicationprepayments under clause first, such excess amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar outstanding Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest but without any corresponding reduction in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while Revolving Commitments unless an Event of Default has occurred and is then continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, case the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) Revolving Commitments shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (fso reduced) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Borrower shall comply with Section 2.10(c), (e) or (f2.10(b).

Application of Prepayments. Prior Subject to the last sentence of Section 2.05(c) and the first sentence of Section 2.05(d), in the event of any optional or mandatory prepayment hereunderof Loans made at a time when Loans of more than one Class remain outstanding, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice aggregate amount of such prepayment pursuant to Section 2.10(i), subject shall be allocated first to the provisions of this Section 2.10(h)Tranche A Loans and second to the Tranche B Loans. Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) 2.05 shall not change the Borrowers obligation to pay the Monthly Amount on each Payment Date other than that no Monthly Amounts need to be paid after the entire principal amount of the Tranche A Loan and all interest on the Tranche A Loan has been paid and no Monthly Amount need be in excess of the amount needed to pay the entire principal amount of the Tranche A Loan and all interest on the Tranche A Loan and, if applicable, the Tranche B Loan; provided, that, if the Tranche B Loan remains outstanding after the entire principal amount of the Tranche A Loan and all interest on the Tranche A Loan has been paid, the Borrowers shall pay a Monthly Amount on each Payment Date equal to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by accrued interest on the BorrowerTranche B Loan. Amounts to be applied pursuant to this Section 2.10(h) 2.05 to the prepayment of Loans shall be applied, as applicable, first to reduce outstanding ABR Loans, if any, of the applicable Class of Loans being paid. Any amounts remaining after each such application application, if any, shall be applied to prepay Eurodollar Loans, if anyLoans of the applicable Class of Loans being paid. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.05 shall be in excess of the amount of the applicable ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Lender and applied to the prepayment of applicable Eurodollar Loans on the last day of the then next-expiring Interest Period for such Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, Lender may apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice Any prepayments of such prepayment Term Loans pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c2.05(c), (d), (e) and ), (f) or (g) shall be first applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments prepayments required under Section 2.09 (or any equivalent provision applicable 2.07 on a pro rata basis among the prepayments remaining to any Tranche of be made on the Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity)Loans. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h2.05(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts the Revolving Commitments shall be applied as directed by permanently reduced ratably among the BorrowerRevolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and the Borrowers shall comply with Section 2.05(b). Amounts to be applied pursuant to this Section 2.10(h) 2.05 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Base Rate Term Loans and Base Rate Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Term Loans or Eurodollar Rate Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.05 shall be in excess of the amount of the ABR Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Base Rate Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)3.05.

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

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any Mandatory prepayments pursuant to Section Sections 2.10(c), (d), (e) and (fe) shall be applied to the Term Loans, any then-existing Incremental Term Loans and any then-existing Replacement Term Loans on a pro rata amongst each Tranche of outstanding Term Loans basis, and, within each Tranche, first, to accrued interest and fees with respect to the Term Loans being prepaid and secondLoans, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, principal repayment installments thereof in direct order of maturity). Any prepayment of , and, with respect to any then-existing Incremental Term Loans pursuant to Section 2.10(a) shall be applied Loans, as directed by the Borrower (or, set forth in the case of no directionapplicable Increase Joinder, and, with respect to any then-existing Replacement Term Loans, as set forth in direct order of maturity). After application of mandatory prepayments of the applicable Replacement Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the BorrowerLoan Facility Amendment. Amounts to be applied pursuant to this Section 2.10(h) to the prepayment of Loans 2.10 shall be applied, applied first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Eurocurrency Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (Ai) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that such Eurocurrency Loans (iprovided, that, (A) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (iiB) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount Amount) or (Bii) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Loans pursuant to Section 2.10(c), (d), (e) and or (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments of Term B Loans required under Section 2.09 (or any equivalent provision applicable to any Tranche of 2.09(a) on a pro rata basis among the payments due on each Term Loans extended hereunder after B Loan Repayment Date based on the Closing payments then due on each Term B Loan Repayment Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(hparagraph (h) and to the extent there are mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such amounts excess, and Borrower shall comply with Section 2.10(b). Optional prepayments of Term B Loans pursuant to Section 2.10(a) shall be applied as directed designated by the Borrower. Amounts Other amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term B Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term B Loans or Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”)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 the Borrower, the Excess Amount balance of such required prepayment shall be either (A) deposited in an escrow account the Collateral Account and applied to the prepayment of Eurodollar Loans on the last day of the then next-next expiring Interest Period for Eurodollar Loans; provided that Loans (i) with all interest in respect of such Excess Amount shall continue to accrue accruing thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (iiaccount of Borrower) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness such deposit in each case secured by the Collateral Account, interest shall continue to accrue on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)until prepayment.

Application of Prepayments. Prior to (i) In the event of any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment Loans pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(csubsections 2.8(b)(i), (d), (eii) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans andv), within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) proceeds shall be applied as directed by follows: FIRST, if such prepayment is made at a time when any part of the Borrower (orTerm Loan remains outstanding, such prepayment shall be applied to the repayment of the Term Loan, to be shared and applied ratably among the Lenders in proportion to the outstanding amount of the Term Loan owing to each Lender, and applied against the remaining scheduled installments of the Term Loan in the case of no direction, in direct inverse order of maturity). After application ; and SECOND, after the Term Loan has been repaid in full, the amount of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are any mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR repay Revolving Loans, if any. Any amounts remaining after each such application shall be applied and, to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this provide cash collateral for Total LC Exposure as specified in Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”2.4(h), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either and (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any mandatory prepayment under Section 2.10(cof Loans pursuant to subsections 2.8(b)(i) and (ii), with a corresponding increase in Availability Block and a corresponding permanent reduction in the Revolving Credit Commitments and (B) with respect to any mandatory prepayment of Loans pursuant to subsection 2.8(b)(v), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) so long as no Default or Event of Default shall have occurred and be continuing, with a corresponding increase in the amount of such Net Cash Proceeds multiplied by Availability Block, but no permanent reduction in the Revolving Credit Commitments, and (y) if a fractionDefault or Event of Default shall have occurred and be continuing, with a corresponding increase in the numerator of which is Availability Block and a corresponding permanent reduction in the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)Revolving Credit Commitments.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.09(i), subject to the provisions of this Section 2.10(h2.09(h). Any prepayments of Incremental Term Loans pursuant to Section 2.10(c2.09(c), (d), (e) and ), (f) or (g) shall be applied to reduce any scheduled prepayments required with respect thereto, on a pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce basis among the remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity)installments thereof. After application of mandatory prepayments of Incremental Term Loans Loans, if any, described above in this Section 2.10(h2.09(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts the Revolving Loans shall be applied as directed by repaid (without a corresponding permanent reduction of the BorrowerRevolving Commitments) among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.09(b). Amounts to be applied pursuant to this Section 2.10(h) 2.09 to the prepayment of Incremental Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.09 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)2.12.

Application of Prepayments. Prior Each prepayment of Loans pursuant to any optional this Section 2.10(c), (d), (f) or mandatory prepayment hereunder(g) shall be applied ratably to the Tranche A Loans and Tranche B Loans. Subject to the foregoing, the Borrower Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Loans pursuant to Section 2.10(c), (d), (ef) and or (fg) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments installments of principal required under Section 2.09 2.09, (or any equivalent provision applicable to any i) with respect of Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (orA Loans, in the case of no directionfirst, in direct order to the next scheduled installment of maturity)principal due on the next annual Repayment Date occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date and (ii) with respect of Tranche B Loans, first, in direct order to the scheduled installments of principal due on the next four (4) quarterly Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date. Any prepayment For the avoidance of Term doubt, any prepayments of Loans pursuant to Section 2.10(a) shall be applied as directed specified by Borrowers. Subject to the Borrower (or, in the case first sentence of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment ), amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Loans shall be applied, applied first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) to the extent the date of the next expiring Interest Period with respect to Eurodollar Loans is no greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.10, deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to ; provided that if the contrary, next expiring Interest Period with respect to any Eurodollar Loans is greater than 90 days after the date of prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required Loans pursuant to the terms of the documentation governing this Section 2.10, then such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) Eurodollar Loans shall be deemed to be the amount equal to the product of prepaid immediately as set forth in clause (xB) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)above.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any voluntary prepayments pursuant to Section 2.10(c), (d), (esubsection 2.4B(i) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) above shall be applied as directed specified by the applicable Borrower (orin the applicable notice of prepayment; provided that in the event the applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be applied first to repay outstanding US Revolving Loans, Multicurrency Revolving Loans and Offshore Revolving Loans ratably, in accordance with their respective outstanding principal balances to the case of no directionfull extent thereof, second to repay outstanding Term Loans ratably, in direct order of maturityaccordance with their respective outstanding principal balances to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement). After application Any mandatory prepayment pursuant to subsections 0-(d) above shall be applied as set forth in such subsections; provided that the US Revolving Loan Commitments and Multicurrency Revolving Loan Commitment shall only be permanently reduced as provided for in subsections 2.4B(ii)(a) and (c) to the extent of, if any, an increase thereof after the Closing Date pursuant to subsection 2.1A(vii); provided further that mandatory prepayments of the Term Loans shall be made among the Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans, Additional Term Loans (if any) and Refinancing Term Loans (if any) in a manner specified by Borrowers’ Agent (and if no such manner is specified, ratably in accordance with their outstanding principal amounts); and amounts applied to any particular tranche of Term Loans shall be applied first to reduce the scheduled installments of principal of the applicable Term Loans set forth in subsection 2.4B due within 12 months of such repayment and second to reduce all remaining installments pro rata (except for mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such applicationunder subsection 0, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application which shall be applied to prepay Eurodollar Loansall such installments in forward order of maturity); provided further, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding of such mandatory prepayment, the Term Loans have been repaid in full and (an “Excess Amount”), only to the portion of extent such prepayment is required to be applied to the Multicurrency Revolving Loan Commitments) the amount of such prepayment as is equal to exceeds the sum of the Multicurrency Revolving Loan Commitments then in effect the amount of by which such outstanding ABR Loans prepayment exceeds such amount shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on L/C Collateral Account until the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in L/C Collateral Account holds an amount equal to such Excess the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of any Type of Term Loans, Multicurrency Revolving Loans or (B) prepaid immediately, together with any amounts owing Offshore Revolving Loans shall be applied first to Base Rate Loans of the applicable Type to the Lenders under Section 2.13. Notwithstanding anything herein full extent thereof before application to the contraryEurocurrency Rate Loans or B/A Discount Rate Loans of such Type as determined by Administrative Agent, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on in a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in manner which case, minimizes the amount of the prepayment any payments required to be offered with respect to such Net Cash Proceeds made by the applicable Borrowers pursuant to Section 2.10(csubsection 2.6D(iii). All prepayments of Eurocurrency Rate Loans, (e) or (f) B/A Discount Rate Loans, Term Loans and Offshore Revolving Loans shall include payment of accrued interest on the principal amount so prepaid and shall be deemed applied to be the amount equal payment of interest before application to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)principal.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term B Loans pursuant to Section 2.10(c), (d), (e) and or (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of 2.09(a) on a pro rata basis among the payments due on each Term Loans extended hereunder after B Loan Repayment Date based on the Closing payments then due on each Term B Loan Repayment Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(hparagraph (h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts the Revolving Commitments shall be applied as directed by reduced ratably among the BorrowerRevolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrowers shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term B Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term B Loans or Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”)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 the relevant Borrower, the Excess Amount balance of such required prepayment shall be either (A) deposited in an escrow account the Collateral Account and applied to the prepayment of Eurodollar Loans on the last day of the then next-next expiring Interest Period for Eurodollar Loans; provided that Loans (i) with all interest in respect of such Excess Amount shall continue to accrue accruing thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (iiaccount of the relevant Borrower) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness such deposit in each case secured by the Collateral Account, interest shall continue to accrue on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)until prepayment.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and ), (f) or (g) shall be applied pro rata amongst each Tranche of outstanding first to the Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments prepayments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or2.09, in the case of no directionfirst, in direct order of maturity). Any to such scheduled prepayments due on the next four Term Loan Repayment Dates occurring following such prepayment of and, second, on a pro rata basis among the prepayments remaining to be made on each other Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity)Loan Repayment Date. After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts the Revolving Commitments shall be applied as directed by permanently reduced ratably among the BorrowerRevolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar LIBOR Term Loans or LIBOR Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”"EXCESS AMOUNT"), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar LIBOR Loans on the last day of the then next-expiring Interest Period for Eurodollar LIBOR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments Notwithstanding the foregoing any Term Loan Lender (each a “Declining Lender”) may elect, by written notice to the Administrative Agent at least three Business Days prior to the prepayment date, to decline all or any portion of any mandatory prepayment of its Term Loans, pursuant to Section 2.10(c), (d), (ef) or (g) (each a “Declined Amount”) and (f) Administrative Agent shall give notice to all Term Loan Lenders that are not Declining Lenders of the availability of such Declined Amount for application as an additional prepayment to the outstanding Term Loans held by such Term Loan Lenders, and within one Business Day’s receipt of such notice from Administrative Agent, each Term Loan Lender electing to receive all or a portion of the Declined Amount shall give Administrative Agent written notice of such election, and, on the prepayment date the Declined Amount shall be applied by Administrative Agent among such electing Term Loan Lenders on a pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees basis (with respect to Term Loans pro rata being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche based on the percentage obtained by dividing the principal amount of Term Loans extended hereunder after the Closing Date) as directed held immediately prior to such mandatory prepayment by the Borrower (orrelevant Term Loan Lender by the aggregate principal amount of Term Loans held immediately prior to such mandatory prepayment by Term Loan Lenders that are not Declining Lenders and that have not declined to receive a portion of the Declined Amount); provided that, in the case event any portion of no directionthe Declined Amount remains unapplied after any such application, in direct order of maturity)such portion shall be retained by Borrower. Any prepayment prepayments of Term Loans pursuant to Section 2.10(a), (c), (d), (f) or (g) shall be applied as directed by to reduce scheduled prepayments required under Section 2.09 on a pro rata basis among the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of to be made on each remaining Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the BorrowerLoan Repayment Date. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings All amounts required to be prepaid and shall specify such selection in the notice of such prepayment paid pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f2.4(b)(i) shall be applied first to Revolving Loans and second to Cash Collateralize the L/C Obligations. All amounts required to be paid pursuant to Sections 2.4(b)(ii), (iv) and (v) above shall be applied first, pro rata amongst each to the outstanding Tranche of outstanding A Term Loans and, and the Tranche B Term Loans and within each Tranchetranche pro rata among the remaining Principal Amortization Payments, until the Term Loans have been paid in full, second, to the Revolving Loans (without a corresponding reduction in the Aggregate Revolving Commitments), and third, to Cash Collateralize the outstanding L/C Obligations. All amounts required to be paid pursuant to Section 2.4(b)(iii) above shall be applied first, pro rata to accrued interest and fees the outstanding Revolving Loans (with respect to a corresponding reduction in the Aggregate Revolving Commitments), Tranche A Term Loans being prepaid and Tranche B Term Loans (and within each tranche pro rata among the remaining Principal Amortization Payments), and second, to reduce remaining scheduled payments required under Cash Collateralize the outstanding L/C Obligations. Within the parameters of the applications set forth above, prepayments shall be applied ratably to Base Rate Loans and Eurodollar Rate Loans. All prepayments hereunder shall be subject to Section 2.09 (3.5 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. One or any equivalent provision applicable to any more holders of the Tranche of B Term Loans extended hereunder after may decline to accept a mandatory prepayment under Sections 2.4(b)(ii), (iii), (iv) or (v) to the Closing Date) as directed by the Borrower extent there are sufficient Tranche A Term Loans outstanding (orand/or, in the case of no directiona mandatory prepayment under Section 2.4(b)(iii), sufficient Revolving Loans or L/C Obligations outstanding) to be paid with such prepayment, in direct order of maturity). Any prepayment of which case such declined prepayments shall be allocated pro rata among the Tranche A Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (orand, in the case of no directiona mandatory prepayment under Section 2.4(b)(iii), in direct order of maturity). After application of mandatory prepayments of the Revolving Loans and L/C Obligations outstanding) and the Tranche B Term Loans described above held by Lenders accepting such prepayments. Notwithstanding anything in this Section 2.10(h2.4(c) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to the Aggregate Revolving Commitments shall not be reduced below $30,000,000 as a result of any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion reduction of the Net Aggregate Revolving Commitments corresponding to a mandatory prepayment of Revolving Loans and/or Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Collateralization of L/C Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)hereunder.

Application of Prepayments. Prior to Except as provided in subsection 2.4C, (1) any optional or mandatory prepayment hereunder, voluntary prepayments of the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment Loans made pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments subsection 2.4A and any Mandatory Payments made pursuant to Section 2.10(c), (d), (e) and (fsubsection 2.4A(iii)(f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect prepay the Tranche A Loans to Term Loans being prepaid the full extent thereof and second, to the extent of any remaining portion of such amount, to prepay the Tranche B Loans and any other unreimbursed drawings under the Tranche B Letters of Credit to the full extent thereof and to permanently reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any the Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, B Commitments in the case amount of no directionsuch prepayment; (2) subject to subsection 2.4A(iv)(c), in direct order of maturity). Any prepayment of Term Loans any Mandatory Payments made pursuant to Section 2.10(asubsections 2.4A(iii)(a) - (e) shall be applied as directed by first, to prepay the Borrower (or, in Tranche A Loans to the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) full extent thereof and to permanently reduce the Tranche A Commitments to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion 100% of the amount of such prepayment as (to the extent such prepayment is equal applied to Tranche A Loans other than Tranche A Loss Sharing Loans), second, to the extent of any remaining portion of such amount, to prepay the Tranche B Loans and any other unreimbursed drawings under the Tranche B Letters of Credit to the full extent thereof and to permanently reduce the Tranche B Commitments in the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent mayprepayment, and upon written direction from the Required Lenders shallthird, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant of any remaining portion of such amount, to permanently reduce the Tranche A Commitments to the terms extent of 100% of such remaining amount (provided that no such reduction of the documentation governing such Applicable Other Indebtedness, in which case, Tranche A Commitments shall reduce the Tranche A Commitments to an amount of less than the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product sum of (x) the amount Tranche A Loss Sharing Sublimit (after giving effect to any reduction thereto arising from the repayment of such Net Cash Proceeds multiplied by outstanding Tranche A Loss Sharing Loans pursuant to clause "first" above) and (y) a fraction, the numerator Tranche A Letter of which is the outstanding principal amount of Term Loans Credit Usage); and (3) any voluntary or mandatory prepayments required to be prepaid applied to repay Tranche A Loans pursuant to Section 2.10(c), clause (e1) or (f2) of this sentence shall be applied first, to Tranche A Loans other than Tranche A Loss Sharing Loans, to the full extent thereof, and second, to Tranche A Loss Sharing Loans. Any remaining portion of such Mandatory Payment amounts after the foregoing application shall be held by Administrative Agent first, on behalf of Lenders as substitute collateral to secure the Obligations and second, to the extent of any remaining portion of such amount, as additional adequate protection in respect of Prepetition Obligations, under the terms of the Borrowing Orders and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)First Day Orders.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunderExcept as expressly provided in this Agreement, the all prepayments of principal made by Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) 4.3 shall be applied pro rata amongst each Tranche first to the payment of the then outstanding Term balance of the Loans andand Unpaid Drawings, within each Trancheand after all Loans and Unpaid Drawings have been paid in full, first, to for deposit in the Collateral Account until the aggregate amount in the Collateral Account equals 105% of the Stated Amount of all Letters of Credit then outstanding. All prepayments shall include payment of accrued interest on the principal amount so prepaid, and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if anythe payment of interest before application to principal. Notwithstanding the foregoing, Net Sale Proceeds arising from the Vision-Ease Sale shall be applied for the payment of, or if not then due deposited in a reserve for payment of, first, any unpaid portion of the Financial Advisory Fee, second obligations under the KERP in connection with Vision-Ease, third the maximum unused amount of any prepayment the Professional Carve-Out Reserve, fourth, the then outstanding balance of the Loans required under this Section 2.10 shall be and Unpaid Drawings, and after all Loans and Unpaid Drawings have been paid in full, for deposit in the Collateral Account until the aggregate amount in the Collateral Account equals 105% of the Stated Amount of all Letters of Credit then outstanding, fifth, wind-down costs of the Chapter 11 Cases not in excess of the amount amounts provided by the Financing Orders, and sixth, to first cash collateralize 105% of the ABR Loans at Stated Amount of Letters of Credit under and as defined in the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then nextPre-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent mayPetition Credit Agreement, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans all other Obligations outstanding under and as defined in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13Pre-Petition Credit Agreement. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the The aggregate amount of the prepayment required to Financial Advisory Fee and KERP Obligations shall be offered with respect to such Net Cash Proceeds reduced by the amounts paid in this Section 4.4 in connection therewith, and any unused portion of any reserves established pursuant to this Section 2.10(c), (e) or (f) 4.4 shall be deemed to be the amount equal paid to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid Agent for application pursuant to clause fourth and then clause sixth. All amounts deposited in a reserve in accordance with this Section 2.10(c), 4.4 shall be effected in a manner and pursuant to documentation in form and substance satisfactory to the Agent such that the Agent shall have a continuing first perfected security interest and lien in the Net Sale Proceeds (e) or (f) subject to Senior Permitted Liens and the denominator of which is Carve-Out Reserve) until the sum of the outstanding principal amount of such Applicable Other Indebtedness same have been applied and the outstanding principal amount of Term Loans reapplied as required to be prepaid pursuant to by this Section 2.10(c), (e) or (f)4.4.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant Subject to Section 2.10(i1.10(c), subject to the provisions of this Section 2.10(h). Any any prepayments pursuant to Section 2.10(c1.8(c), (d), (e1.8(d) and (for 1.8(e) shall be applied pro rata amongst first to prepay the next four (4) installments of each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (orLoans, in the case of no directionif any, in direct order of maturity). Any maturity and then to prepay all remaining installments of the Term Loans pro rata against all such scheduled installments based upon the respective amounts thereof (which, if any Other Term Loans are then outstanding, shall consist of a prepayment of Other Term Loans in an amount equal to the Other Pro Rata Share of such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the remaining amount), second to prepay outstanding Swing Loans, third to prepay outstanding Revolving Loans, without permanent reduction of the Revolving Loan Commitment; fourth, to cash collateralize all Letter of Credit Obligations; and fifth, to make prepayments pursuant to Section 2.10(a1.8 of the Second Lien Credit Agreement.; provid ed, how ever, to the ex tent Agent receiv es a prepayment in excess of $3,500,000 pursuant to Secti on 1.8(c) shall be applied as directed by the Borrower a result of any Disposition or Event of Loss (oror an y series of related Disposit ions or Events of Loss), Agent may elect, in its sole dis cretion, to first apply such Net Proc xxxx to prepay outstanding LIF O Revolving Loans (w ithout permanent reduction of the case of no direction, in direct order of maturityAggregate LIFO Revolving Loan Commitme nts). After application The Borrower shall provide Agent and the Lenders with at least two (2) Business Days prior written notice of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory any prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts proposed to be applied made pursuant to Section 2.10(h1.8(b), 1.8(c) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if anyor 1.8(d). Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share (if the amount any) of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of any tranche of Term Loans required under to be made pursuant to clauses (c), (d) and (e) of this Section 2.10 1.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Borrower no later than 5:00 p.m. one (1) Business Day prior to the applicable prepayment date. Each Rejection Notice from a Lender shall be in excess of specify the principal amount of the ABR mandatory prepayment of Term Loans at to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Agent within the time outstanding (an “Excess Amount”), only frame specified above or such Rejection Notice fails to specify the portion principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment as is equal of such Term Loans. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, and to the amount of such outstanding ABR Loans shall extent that any prepayment pursuant to this Section 1.8 would otherwise be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on a LIBOR Rate Loan prior to the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that applicable thereto, and no Default or Event of Default exists or is continuing, the Borrower may instruct Agent in writing to hold such prepayment as cash collateral until the last day of the applicable Interest Period (i) and interest in respect of such Excess Amount the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is amounts are intended to repay until such Excess Amount shall have been amounts are used in full to repay such Loans Loans) and (ii) at any time while an Event then Agent shall apply such prepayment to pay such LIBOR Rate Loan on the last day of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together applicable Interest Period. Together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any each prepayment under this Section 2.10(c), (e) or (f)1.8, the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and shall pay any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent amounts required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)10.4 hereof.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings Amounts to be prepaid and shall specify such selection in the notice of such prepayment applied pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) 2.03 shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Trancheto reduce scheduled principal payments under Section 2.05, first, to accrued interest and fees with respect to Term Loans being prepaid the next four unpaid scheduled principal installments of Loans, and second, on a pro rata basis to reduce all remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche principal installments of Term the Loans extended hereunder after including the Closing installment due on the Maturity Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.03 to the prepayment of Loans shall be applied, applied first to reduce outstanding ABR Base Rate Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Rate Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.03 shall be in excess of the amount of the ABR Base Rate Loans at the time outstanding (an “Excess Amount”), the Borrower shall have the option to either (A) prepay only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Base Rate Loans shall be immediately prepaid and, at and deposit the election of Excess Amount in an escrow account on terms reasonably satisfactory to the Collateral Agent and the Borrower, ; provided that (i) the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Rate Loans on the last day of the then next-expiring Interest Period for Eurodollar Rate Loans; provided that (iii) interest in respect of such the Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such the Excess Amount is intended to repay until such the Excess Amount (and any returns on investment relating thereto) shall have been used in full to repay such Loans and Loans; (iiiii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such the Excess Amount Amount; and (iv) the option under this clause (A) shall not be available if the escrow account referred to above is not established prior to the date required for prepayment or (B) prepaid prepay all of such Loans immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)3.05.

Application of Prepayments. Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h2.09(e). Any prepayments pursuant Subject to Section 2.10(c)8.03, (d)and so long as no Default shall then exist and be continuing, (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) all mandatory prepayments shall be applied as directed by follows: first, to the Borrower (orSwingline Loan until the same has been repaid in full; second, to the Revolving Loan; and third, to all other Obligations pro rata in accordance with the case of no direction, in direct order of maturity)amounts that such Lender certifies is outstanding. After application of Such mandatory prepayments of Term the Swingline Loan and Revolving Loans described above shall not cause a corresponding reduction in this Section 2.10(h) the Swingline Commitment and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the BorrowerRevolving Commitments. Amounts to be applied pursuant to this Section 2.10(h) 2.09 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 2.09 shall be in excess of the amount of the ABR Revolving Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Revolving Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Administrative Agent and applied to the prepayment of Eurodollar Revolving Loans on the last day of the then next-expiring Interest Period for Eurodollar Revolving Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)2.12.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(g), subject to the provisions of this Section 2.10(h2.10(f). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed elected by the Borrower (or, in the case of no direction, in direct order of maturity)Borrower. After application of mandatory Any prepayments of Term Loans described above in this pursuant to Section 2.10(h2.10(b), (c), (d) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts or (e) shall be applied as directed by pro rata in inverse order of maturity to reduce scheduled prepayments required under Section 2.9 on a pro rata basis among the Borrowerprepayments remaining to be made on each Term Loan Repayment Date. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans shall be applied, as applicable, first to reduce outstanding ABR Base Rate Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Term Loans required under this Section 2.10 shall be in excess of the amount of the ABR Base Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Base Rate Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an interest bearing escrow account on terms satisfactory to the Administrative Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

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

Application of Prepayments. Prior to any optional or mandatory Except as otherwise provided in Section 1.9: (i) each prepayment hereunder, the by a Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of made under this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) Agreement shall be applied first to the Loans and related Obligations extended to such Borrower in the order set forth in this Subsection 1.9(c) 1.3(c), and thereafter to the Loans extended to the other Borrowers, pro rata amongst each Tranche in accordance with clause (ii) below, or to such Loans of outstanding Term Loans andsuch Borrowers as the Agent, within each Tranchewith the consent of all Lenders, shall direct; and (ii) all such prepayments as to any Borrower shall be applied as follows: first, to accrued Fees and reimbursable expenses of Agents then due and payable pursuant to any of the Loan Documents; second, to Fees and reimbursable expenses of Lenders then due and payable pursuant to any of the Loan Documents; third, to interest then due and fees payable on Term Loan A; fourth, to pay the scheduled principal installments of Term Loan A in inverse order of maturity until such Loan shall have been prepaid in full; fifth, to interest then due and payable on Term Loan B; sixth, to pay the scheduled principal installments of Term Loan B in inverse order of maturity until such Loan shall have been prepaid in full; seventh, to interest then due and payable on the Revolving Loan; eighth, to the principal balance of the Revolving Loan until the same shall have been paid in full; ninth, to any Letter of Credit Obligations of Borrowers whether under this Agreement, or otherwise, to provide cash collateral in respect of Letter of Credit Obligations in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; tenth, to interest then due and payable on the SCIL Loan; and eleventh, to the principal balance obligations of the SCIL Loan until the same shall have been paid in full. The Term Loan A Commitment, the SCIL Loan Commitment, and the Term Loan B Commitment, as the case may be, shall be permanently reduced by the amount of each such prepayment. The Revolving Loan Commitments shall not be permanently reduced by the amount of any such prepayments, unless Borrower Representative on behalf of Borrowers gives notice that Borrowers are electing to permanently reduce the applicable Commitment in connection with the applicable prepayment. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other Loan Document, each applicable Lender that has a Term Loan A Commitment may, at any such Lender's option, irrevocably forego the aforereferenced prepayment with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (orLoan A and, in the case of no directionsuch event, in direct order of maturity). Any any such foregone prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount other portions of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of Term Loan A held by Lenders not electing to forego such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited ratably in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together accordance with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required Loan A held by such Lenders respectively. If all Lenders having Term Loan A Commitments elect to be prepaid pursuant to Section 2.10(c), (e) forego prepayment or (f) and the denominator of which is the sum if such prepayments are in excess of the aggregate accrued interest and outstanding principal amount of Term Loan A, any such Applicable Other Indebtedness and foregone prepayments or excess amounts shall be applied, subject to the rights of Lenders holding Term Loan B Commitments to forego prepayments on Term Loan B as hereafter set forth, to Term Loan B ratably in accordance with the outstanding principal amounts held by the applicable Lenders. Each applicable Lender that has a Term Loan B Commitment may, at any such Lender's option, irrevocably forego the aforereferenced prepayment with respect to Term Loan B and, in such event, any such foregone prepayment shall be applied to the other portions of Term Loan B held by Lenders not electing to forego such prepayment ratably in accordance with the outstanding principal amount of Term Loans required Loan B held by such Lenders. If all Lenders having Term Loan B Commitments elect to forego prepayment or if such prepayments are in excess of the aggregate accrued interest and outstanding principal amount of Term Loan B, any such foregone prepayments or excess amounts shall be prepaid applied to the Revolving Loan and the SCIL Loan and outstanding Advances in the order set forth in clauses seventh, eighth, ninth and tenth of this Section 1.3(c). Any applicable Lender may notify Term Agent and Borrower Representative of its election to irrevocably forego its share of any of the aforementioned prepayments, in which event such notice shall be effective until such Lender notifies Term Agent and Borrower Representative to the contrary. Any applicable Lender that wishes to decline receipt of its share of any such prepayment pursuant to this Section 2.10(c)1.3(c) shall promptly, and in any event no later than 2:00 p.m. (eNew York time) or on the date following receipt of its notice of such prepayment, notify Term Agent and Borrower Representative of such election. Any applicable Lender that has not provided notice pursuant to one of the two preceding sentences prior to the 2:00 p.m. (f)New York time) deadline shall be assumed to have elected to accept such prepayment. Term Agent shall promptly provide, to all such applicable electing Lenders, notice of the principal amount of the Term Loans that such Lenders have elected to decline.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower. Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) ), shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce the remaining scheduled payments required under Section 2.09 principal amount of the Term Loan (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by applied, first, to ratably reduce outstanding Revolving Loans in an aggregate amount equal to such excess (without a corresponding reduction of the BorrowerRevolving Commitments) and, second, to ratably cash collateralize any outstanding Letters of Credit in an aggregate amount equal to such excess (without a corresponding reduction of the Revolving Commitments), and the Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Term Loans or Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), if the Borrower has given notice to the Lenders of such prepayment and the Lenders have indicated to the Borrower that breakage payments shall be required under Section 2.13 in respect of such Excess Amount, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid andand the Excess Amount shall be either, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

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

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans pursuant to Section 2.10(c2.10(a), (c), (d), (e) and ), (f) or (g) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments prepayments required under Section 2.09 (or any equivalent provision applicable on a pro rata basis among the prepayments remaining to any Tranche of be made on the Term Loans extended hereunder Loan Repayment Dates occurring from and after the Closing Date) as directed by the Borrower (or, in the case date of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrowerprepayment. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Term Loans required under this Section 2.10 shall be in excess of the amount of the ABR Term Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Term Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to Collateral Agent and applied to the prepayment of Eurodollar Term Loans on the last day of the then next-expiring Interest Period for Eurodollar Term Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Term Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Term Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Term Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein Any and all amounts prepaid under this Section 2.10 shall be without penalty or premium, other than amounts owing to the contrary, with respect to any prepayment Lenders under Section 2.10(c), 2.10(j) (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (fapplicable) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)2.13.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any voluntary prepayments pursuant to Section 2.10(csubsection 2.4B(i) shall be applied as specified by the applicable Borrower in the applicable notice of prepayment; provided that in the event the applicable Borrower fails to specify the Loans to which any such prepayment by it shall be applied, such prepayment shall be first to repay outstanding Revolving Loans to the full extent thereof, second to repay outstanding Term Loans ratably, in accordance with their respective outstanding principal balances to the full extent thereof, and third to the L/C Collateral Account until the L/C Collateral Account holds an amount equal to the Aggregate Available Amount (as defined in the Security Agreement); provided that if no order is specified, (d), (e) and (f) voluntary prepayments applicable to the Revolving Loans hereunder shall be applied pro rata amongst each Tranche of outstanding Term among all Revolving Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no directionOffshore Borrowers, in direct order of maturity)to prepay Offshore Revolving Loans. Any mandatory prepayment pursuant to subsections 2.4B(ii)(a)-(f) shall be applied as set forth in such subsections; provided that mandatory prepayments of the Term Loans shall be made ratably among the Tranche A1 Term Loans, Tranche B1Term Loans, Tranche C Term Loans, Tranche D Term Loans, Additional Term Loans (if any) and Refinancing Term Loans (if any) in accordance with their respective outstanding principal amounts at the time of payment (except for (x) mandatory prepayments of Term Loans pursuant to Section 2.10(asubsection 2.4B(ii)(a) which shall be applied as directed by first to the Borrower Domestic Tranche C Term Loans until the same are paid in full, then to the Tranche D Term Loans until the same are paid in full and thereafter applied ratably among the Tranche A1 Term Loans, Tranche B1 Term Loans, remaining Tranche C Term Loans, Additional Term Loans (or, if any) and Refinancing Term Loans (if any) in accordance with their respective outstanding principal amounts at the case time of no direction, in direct order of maturity). After application of payment and (y) mandatory prepayments of Term Loans described above in this Section 2.10(hpursuant to subsection 2.4B(ii)(d), 2.4B(ii)(e) and to the extent there are mandatory prepayment amounts remaining after such application2.4B(ii)(f), such amounts which shall be applied as directed by first against the Borrower. Amounts to be Tranche D Term Loans until the same are paid in full and thereafter applied pursuant to Section 2.10(h) to ratably among the prepayment of Loans shall be applied, first to reduce outstanding ABR Tranche A1 Term Loans, Tranche B1 Term Loans, Tranche C Term Loans, Additional Term Loans (if any. Any ) and Refinancing Term Loans (if any) in accordance with their respective outstanding principal amounts at the time of payment), and shall reduce the scheduled installments of principal of the applicable Term Loans set forth in subsection 2.4B pro rata to all remaining after each such application installments (except for mandatory prepayments of Term Loans under subsection 2.4B(ii)(b), which shall be applied to prepay Eurodollar Loansall such installments in forward order of maturity); provided further, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding of such mandatory prepayment, the Term Loans have been repaid in full and (an “Excess Amount”), only to the portion of extent such prepayment is required to be applied to the Revolving Loan Commitments) the amount of such prepayment as is equal to exceeds the sum of the Revolving Loan Commitments then in effect the amount of by which such outstanding ABR Loans prepayment exceeds such amount shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on L/C Collateral Account until the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in L/C Collateral Account holds an amount equal to such Excess the Aggregate Available Amount (as defined in the Security Agreement). Any mandatory prepayment of any Type of Term Loans, Revolving Loans or (B) prepaid immediately, together with any amounts owing Offshore Revolving Loans shall be applied first to Base Rate Loans of the applicable Type to the Lenders under Section 2.13full extent thereof before application to Euro Rate Loans of such Type as determined by Administrative Agent, in each case in a manner which minimizes the amount of any payments required to be made by the 100 applicable Borrowers pursuant to subsection 2.6E. All prepayments of Euro Rate Loans Term Loans and Offshore Revolving Loans shall include payment of accrued interest on the principal amount so prepaid and shall be applied to payment of interest before application to principal. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (fFor purposes of this subsection 2.4B(iii), the Borrower may use a portion outstanding principal balance of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) French Tranche C2 Term Loans shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum Dollar Equivalent of the outstanding principal amount balance of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required as of the date of the applicable voluntary or mandatory prepayment to be prepaid applied to repay Term Loans in accordance with this subsection 2.4B(iii). Amounts to be applied to French Tranche C2 Term Loans pursuant to Section 2.10(c), (ethis subsection 2.4B(iii) or (f)received by the Administrative Agent in Dollars shall be converted by the Administrative Agent into Euros at the Spot Rate on the date of application.

Application of Prepayments. Prior Holdings shall deliver to the Administrative Agent, no later than the date that is fifteen (15) Business Days prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(irequired by subclauses (a), subject to the provisions of this Section 2.10(h(b). Any prepayments pursuant to Section 2.10(c, (c), (d), ) or (e) of subsection 2.4B(iii) (unless delivery by such date is not practicable, in which case Holdings shall deliver the same as soon as practicable), a certificate of a Responsible Officer setting forth (a) in reasonable detail the calculation of the amount of such prepayment and (fb) the anticipated prepayment date therefor (which information the Administrative Agent shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, promptly provide to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturityLenders). Any amount required to be applied as a prepayment of Term Loans pursuant to Section 2.10(asubclauses (a), (b), (c), (d) shall be applied as directed by the Borrower or (or, in the case e) of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(hsubsection 2.4B(iii) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loansthe Term Loans (and shall be applied to prepay the Term Loans on a ratable basis); provided that any Lender may elect, if any. Notwithstanding by notice to the foregoingAdministrative Agent by telephone (confirmed by facsimile) at least five (5) Business Days prior to the applicable prepayment date, if the amount to decline all or any portion of any prepayment of its Term Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding pursuant to subclauses (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(ca), (eb), (c), (d) or (fe) of subsection 2.4B(iii), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans but was so declined will be contributed to Opco as permitted by the terms of this Agreement. Any voluntary prepayments pursuant to subsection 2.4B(i) and any amount required to be offered with respect to such Net Cash Proceeds applied as a prepayment of Term Loans pursuant to Section 2.10(c), (e) or (fsubsection 2.4B(iii) shall be deemed applied to prepay the Term Loans of the Lenders in accordance with the Lenders Pro Rata Shares. Each such prepayment shall be the amount equal made subject to the product requirements of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).subsection 2.6D.

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Incremental Term Loans pursuant to Section 2.10(a), (c) or (d) shall be applied as directed by to prepay the Borrower (orIncremental Term Loans, in the case of no directionif any, in direct order of maturity)on a pro rata basis. After application of mandatory prepayments of Incremental Term Loans described above in this Section 2.10(h2.10(e) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts the Revolving Commitments shall be applied as directed by permanently reduced ratably among the BorrowerRevolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Incremental Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Incremental Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Incremental Term Loans or Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Except with respect to Loans incurred in connection with any Refinancing Amendment, mandatory prepayments shall be applied, first, to any Term Loans outstanding (provided that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt) and, second, after the Term Loans outstanding have been prepaid in full, to the Revolving Loans outstanding, without any reduction of the Revolving Commitments, and third to Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), without any reduction of the Revolving Commitments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(h), subject to the provisions of this Section 2.10(h2.10(g). In the event of any optional or mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class remain outstanding, the aggregate amount of such prepayment shall be allocated between the Term B Loans and each other Class of Incremental Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. Notwithstanding the foregoing any Term Loan Lender may elect, by written notice to the Administrative Agent at least one Business Day prior to the prepayment date, to decline all or any portion of any mandatory prepayment of its Term Loans, pursuant to this Section 2.10, in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans, but was so declined shall be ratably offered to each Term Loan Lender that initially accepted such mandatory prepayment. Any amounts rejected by such Lenders shall be retained by or repaid to Borrower. Any prepayments of Term Loans of any Class (i) pursuant to Section 2.10(c), (d), (e) and or (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments repayments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction2.09, in direct order of maturity). Any prepayment to such scheduled repayments for such Class of Term Loans or (ii) pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), then, at the election of Borrower only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, and the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

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

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i‎(i), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d‎(d), (ee)and ‎(f) and (for any equivalent provision applicable to any Tranche of Term Loans) shall be applied pro rata amongst each Tranche of outstanding Term Loans (other than in the case of Credit Agreement Refinancing Indebtedness, which shall be applied to the applicable Tranche of Refinanced Debt) and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) or the remaining principal amount of the Term Loans as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section ‎Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall may be applied as directed retained by the Borrower. Amounts to be applied pursuant to Section ‎Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term SOFR Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section ‎Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Term SOFR Loans on the last day of the then next-expiring Interest Period for Eurodollar Term SOFR Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section ‎Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis (without regard to the control of remedies) with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section ‎Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section ‎Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section ‎Section 2.10(c), (e) or (f) and the outstanding principal amount of such Applicable Other Indebtedness required to be prepaid pursuant to the corresponding provisions of such Applicable Other Indebtedness. Notwithstanding anything to the contrary in this Section 2.10(h), (x) any mandatory prepayment pursuant to Section 2.10(d) resulting from the incurrence of Credit Agreement Refinancing Indebtedness, Refinancing Term Loans, Refinancing Revolving Loans or Permitted Debt Exchange Notes shall, in each case, be applied to repay the applicable Tranches of Indebtedness in accordance with Section 2.21 or 2.22 or the corresponding provisions governing such other Indebtedness, as applicable and, for the avoidance of doubt, no Applicable Other Indebtedness may share in any such mandatory prepayment and (y) this Section 2.10(h) shall be deemed modified to the extent necessary to accommodate any changes to the pro rata sharing in mandatory and voluntary prepayments set forth in Section 2.19(c)(iii).

Application of Prepayments. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(f), subject to the provisions of this Section 2.10(h). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity2.10(e). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h2.10(e) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts the Revolving Commitments shall be applied as directed by permanently reduced ratably among the BorrowerRevolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b). Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, if anyrespectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, if anyas applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”"EXCESS AMOUNT"), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior Except as may be otherwise specified in any Refinancing Amendment (with respect to the Class of Refinancing Term Loans subject to such Refinancing Amendment; provided that such Refinancing Amendment shall not provide for better than pro rata treatment for such Class of Refinancing Term Loans with respect of each other Class of Loans), each prepayment of Loans pursuant to this Section 2.10(c), (d), (f) or (g) shall be applied ratably to each Class of Loans (provided that any optional or mandatory prepayment hereunderof Loans with the Net Cash Proceeds of any Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). Subject to the foregoing, the Borrower Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Any prepayments of Loans pursuant to Section 2.10(c), (d), (ef) and or (fg) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments installments of principal required under Section 2.09 2.09, (or any equivalent provision applicable to any i) with respect of Tranche of Term A-1 Loans extended hereunder after the Closing Date) as directed by the Borrower (orand Tranche A-2 Loans, in the case of no directionfirst, in direct order to the next scheduled installment of maturity)principal due on the next annual Repayment Date occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, (ii) with respect of Tranche B-2 Loans, first, in direct order to the scheduled installments of principal due on the next four (4) quarterly Repayment Dates occurring following such prepayment and, second, on a pro rata basis among the installments of principal remaining to be made on each other Repayment Date, and (iii) with respect to any Refinancing Term Loans, as specified in the applicable Refinancing Amendment. Any prepayment For the avoidance of Term doubt, any prepayments of Loans pursuant to Section 2.10(a) shall be applied as directed specified by Borrowers. Subject to the Borrower (or, in the case first sentence of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment ), amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Loans shall be applied, applied first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the BorrowerBorrowers, the Excess Amount shall be either (A) to the extent the date of the next expiring Interest Period with respect to Eurodollar Loans is no greater than 90 days after the date of prepayment of Loans pursuant to this Section 2.10, deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to ; provided that if the contrary, next expiring Interest Period with respect to any Eurodollar Loans is greater than 90 days after the date of prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required Loans pursuant to the terms of the documentation governing this Section 2.10, then such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) Eurodollar Loans shall be deemed to be the amount equal to the product of prepaid immediately as set forth in clause (xB) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)above.

Application of Prepayments. Mandatory prepayments shall be applied to any Term Loans outstanding. Prior to any optional or mandatory prepayment hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(i2.10(g), subject to the provisions of this Section 2.10(h2.10(f). Any prepayments pursuant to Section 2.10(c), (d), (e) and (f) shall be applied pro rata amongst each Tranche of outstanding Term Loans and, within each Tranche, first, to accrued interest and fees with respect to Term Loans being prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable to any Tranche of Term Loans extended hereunder after the Closing Date) as directed by the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans pursuant to Section 2.10(a), (c), (d) or (e) shall be applied as directed by the Borrower (or, in the case of no directionto reduce scheduled repayments required under Section 2.09, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to such scheduled repayments due on the extent there are mandatory prepayment amounts remaining after Amortization Dates occurring following such application, such amounts shall be applied as directed by the Borrowerprepayment. Amounts to be applied pursuant to this Section 2.10(h) 2.10 to the prepayment of Term Loans shall be applied, applied first to reduce outstanding ABR Term Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Eurocurrency Term Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Eurocurrency Loans on the last day of the then next-expiring Interest Period for Eurodollar Eurocurrency Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f).

Application of Prepayments. Prior Any prepayments pursuant to Section 1.7 or subsection 1.8(c) (other than prepayments of Revolving Loans pending reinvestment as set forth therein), 1.8(d) or 1.8(f) shall be applied in permanent reduction of the Revolving Loan, whereupon the Revolving Loan Commitment of each Lender shall automatically and permanently be reduced by an amount equal to such Lender's ratable share of the aggregate of principal repaid, effective as of the earlier of the date that such prepayment is made or the date by which such prepayment is due and payable hereunder; PROVIDED, HOWEVER, that prepayments pursuant to Section 1.8(c) shall not result in a permanent reduction of the Revolving Loan Commitment if (i) the Borrower has complied with Section 5.2 in respect thereof, including, without limitation, by delivering to the Agent a replacement Borrowing Base Certificate setting forth the calculation of the "Borrowing Base" after giving effect to each underlying Disposition and Event of Loss, (ii) at the request of the Agent, an appraisal of the remaining equipment, machinery and/or real Property to be included in such "Borrowing Base" has been undertaken within sixty (60) days of the date of any optional or mandatory prepayment hereundersuch Disposition and Event of Loss, which request shall be made, if ever, by the Agent within a reasonable period after the date upon which the Borrower shall select have notified the Borrowing or Borrowings to be prepaid and shall specify such selection Agent in the notice writing of such prepayment pursuant Disposition or Event of Loss, and (iii) the Indenture does not otherwise require such application to Section 2.10(i), subject to result in a permanent reduction of the provisions of this Section 2.10(h)Revolving Loan Commitment. Any prepayments pursuant to Section 2.10(c), (d), (e) and (fsubsection 1.8(g) shall be applied pro rata amongst each Tranche to the Revolving Loan (without a corresponding reduction of outstanding Term Loans andthe Revolving Loan Commitment of any Lender). To the extent permitted by the foregoing sentences, within each Tranche, first, to accrued interest and fees with respect to Term Loans being amounts prepaid and second, to reduce remaining scheduled payments required under Section 2.09 (or any equivalent provision applicable shall be applied first to any Tranche of Term Base Rate Loans extended hereunder after then outstanding and then to outstanding LIBOR Rate Loans with the Closing Date) as directed by shortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the Borrower (or, in the case of no direction, in direct order of maturity). Any prepayment of Term Loans shall pay any amounts required pursuant to Section 2.10(a) shall be applied as directed by the Borrower (or, in the case of no direction, in direct order of maturity). After application of mandatory prepayments of Term Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied as directed by the Borrower. Amounts to be applied pursuant to Section 2.10(h) to the prepayment of Loans shall be applied, first to reduce outstanding ABR Loans, if any. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans, if any. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of the Borrower, the Excess Amount shall be either (A) deposited in an escrow account and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13. Notwithstanding anything herein to the contrary, with respect to any prepayment under Section 2.10(c), (e) or (f), the Borrower may use a portion of the Net Cash Proceeds to prepay or repurchase Permitted Incremental Equivalent Debt, Permitted Pari Passu Refinancing Debt and any other senior Indebtedness in each case secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Applicable Other Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Applicable Other Indebtedness, in which case, the amount of the prepayment required to be offered with respect to such Net Cash Proceeds pursuant to Section 2.10(c), (e) or (f) shall be deemed to be the amount equal to the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f) and the denominator of which is the sum of the outstanding principal amount of such Applicable Other Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.10(c), (e) or (f)10.4 hereof.