Except as otherwise contemplated in this Agreement or provided in any Refinancing Amendment, any Incremental Facility Agreement or any Extension Amendment or any issuance of Replacement Debt (provided, that such Refinancing Amendment, Incremental Facility Agreement or Extension Amendment or Replacement Debt may not provide that the applicable Class of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.11(b) than would otherwise be permitted by this Agreement), in each case effectuated or issued in a

Except as otherwise contemplated in this Agreement or provided in any Refinancing Amendment, any Incremental Facility Amendment or any Extension Amendment or any issuance of Replacement Debt (provided that such Refinancing Amendment, Incremental Facility Agreement or Extension Amendment or Replacement Debt may not provide that the applicable Class of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to [Section 2.11(b)] than would otherwise be permitted by this Agreement), in each case effectuated or issued in a manner consistent with this Agreement, # each prepayment of Term Loans pursuant to [Sections 2.11(b)(ii) and (b)(iii)])] shall be applied ratably to each Class of Term Loans then outstanding which is pari passu with the Initial Term Loans in right of payment and with respect to security (provided that any prepayment of Term Loans with the Net Proceeds of any Refinancing Indebtedness and/or any Incremental Term Facility, Incremental Equivalent Debt or Replacement Term Loans incurred for the purpose of refinancing or replacing such Term Loans shall be applied to the applicable Class of Loans being refinanced or replaced) and # each prepayment of any Class of Term B Loans pursuant to [Section 2.11(b)(i)] shall be applied ratably to such Class of Term B Loans. With respect to each Class of Term Loans, all prepayments accepted under this [Section 2.11(b)] shall be applied against the remaining scheduled installments of principal due in respect of such Class of Term Loans as directed by the Administrative Borrower (or, in the absence of direction from the Administrative Borrower, to the remaining scheduled amortization payments in respect of such Class of Term Loans in direct order of maturity), and each such prepayment shall be paid to the Term Lenders of such Class in accordance with their respective Applicable Percentages of the applicable Class. If no Lender exercises the right to waive a prepayment of the Term Loans pursuant to [Section 2.11(b)(v)], the amount of such mandatory prepayments shall be applied first to the then outstanding Term Loans that are ABR Loans to the

Except as otherwise contemplated in this Agreement or provided in any Refinancing Amendment, any Incremental Facility Amendment or any Extension Amendment or any issuance of Replacement Debt (provided that such Refinancing Amendment, Incremental Facility Agreement or Extension Amendment or Replacement Debt may not provide that the applicable Class of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.11(b) than would otherwise be permitted by this Agreement), in each case effectuated or issued in a manner consistent with this Agreement, # each prepayment of Term Loans pursuant to [Sections 2.11(b)(ii) and (b)(iii)])] shall be applied ratably to each Class of Term Loans then outstanding which is pari passu with the Initial Term Loans in right of payment and with respect to security (provided that any prepayment of Term Loans with the Net Proceeds of any Refinancing Indebtedness and/or any Incremental Term Facility, Incremental Equivalent Debt or Replacement Term Loans incurred for the purpose of refinancing or replacing such Term Loans shall be applied to the applicable Class of Loans being refinanced or replaced) and # each prepayment of any Class of Term B Loans pursuant to Section 2.11(b)(i) shall be applied ratably to such Class of Term B Loans. With respect to each Class of Term Loans, all prepayments accepted under this Section 2.11(b) shall be applied against the remaining scheduled installments of principal due in respect of such Class of Term Loans as directed by the Administrative Borrower (or, in the absence of direction from the Administrative Borrower, to the remaining scheduled amortization payments in respect of such Class of Term Loans in direct order of maturity), and each such prepayment shall be paid to the Term Lenders of such Class in accordance with their respective Applicable Percentages of the applicable Class. If no Lender exercises the right to waive a prepayment of the Term Loans pursuant to [Section 2.11(b)(v)], the amount of such mandatory prepayments shall be applied first to the then outstanding Term Loans that are ABR Loans to the full extent thereof and then to the then outstanding Term Loans that are Term Benchmark Loans or RFR Loans in a manner that minimizes the amount of any payments required to be made by the Borrowers pursuant to Section 2.16.