Mandatory prepayments required by [Section 2.11], within any Class of Term Loans (other than Incremental Term Loans of any Series or Refinancing Term Loans of any Series), shall be applied in direct order to reduce the subsequent scheduled repayments of the Term Borrowings of such Class. Mandatory prepayments required by [Section 2.11], within any Series of Incremental Term Loans or Refinancing Term Loans, shall be applied to reduce the remaining subsequent scheduled repayments of Incremental Term Loans or Refinancing Term Loans of such Series as shall be specified therefor in the applicable Incremental Facility Agreement or Refinancing Facility Agreement for such Series.

Except as otherwise provided in any Incremental Term Loan Amendment and subject to [Section 2.11]11(g)], within anyeach mandatory prepayment of Term Loans pursuant to [Section 2.11(c)] shall be applied ratably to each Class of Term Loans (other than Incrementalthen outstanding. With respect to each Class of Term Loans, all mandatory prepayment amounts pursuant to [Section 2.11(c)] in respect thereof shall be applied ratably, subject to [Section 2.11(g)], to the Term Loans included in each prepaid Term Loan Borrowing and against the remaining scheduled installments of principal due in respect of the Term Loans of any Series or Refinancing Term Loansthe applicable Class as directed by the Borrower (or, in the absence of any Series), shall be appliedsuch direction, in direct order to reduce the subsequent scheduled repayments of the Term Borrowings of such Class. Mandatory prepayments required by [Section 2.11], within any Series of Incremental Term Loans or Refinancing Term Loans, shall be applied to reduce the remaining subsequent scheduled repayments of Incremental Term Loans or Refinancing Term Loans of such Series as shall be specified therefor in the applicable Incremental Facility Agreement or Refinancing Facility Agreement for such Series.maturity).