Application of Payments. Each prepayment of Borrowings made pursuant to Section 2.06(b) or 2.06(c) shall be applied to such Borrowing or Borrowings of any Class as shall have been specified by the Borrower pursuant to a written notice to the Administrative Agent; provided that, in the case of any # no prepayment made pursuant to under Section 2.06(c) b) may be made of any Tranche B Loans unless prior thereto all the First-Out Loans shall have been, or substantially concurrently thereto shall be, repaid in full, # in the case of any prepayment made pursuant to Section 2.06(c) at any time when First-Out Loans are outstanding, the entire amount of such prepayment shall be applied to First-Out Loans until and unless such Loans shall have been repaid in full, and thereafter may be applied to other Classes of Loans in accordance with clause (iii) below, and # subject to [clause (ii) above], in the case of any prepayment made pursuant to Section 2.06(c) at a time when Borrowings of more than one Class are outstanding, the Borrower shall select Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Borrowings pro rata based on the aggregate principal amounts of outstanding Borrowings of each such Class; provided, further, that the amounts so allocable to any Facility (other than the Tranche B Facility or the First-Out Loan Facility) may be applied to Borrowings under other Facilities if so provided in the definitive documentation establishing such Facility. Each such prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Notwithstanding anything herein to the contrary, in connection with a refinancing in full of any Facility established hereunder, any Lender may, with the consent of the Borrower, elect to accept rollover Indebtedness in lieu of all or any part of such Lender’s applicable pro rata share of any prepayment of any Borrowing made pursuant to this Section 2.06.

Application of Payments. EachAny prepayment of Borrowingsa Borrowing of any Class made pursuant to [SectionSection 2.06(b) or 2.06(c)])] shall be applied to such Borrowing orthe subsequent scheduled repayments of the Borrowings of anysuch Class as shall have been specifieddirected by the Borrower pursuant toBorrower. Any prepayment of a written notice to the Administrative Agent; provided that, in the case of any # no prepaymentBorrowing made pursuant to under [SectionSection 2.06(c)] b) may shall be made of any Tranche B Loans unless prior thereto all the First-Out Loans shall have been, or substantially concurrently thereto shall be, repaid in full,applied # in the case of any prepayment made pursuantTranche B Borrowings, first, to [Section 2.06(c)] at any time when First-Out Loans are outstanding,reduce the entire amountsubsequent scheduled repayments thereof on each scheduled repayment date occurring within twelve (12) months after the date of such prepayment, in direct order of maturity, unless and until the repayments due on such scheduled repayment dates have been discharged, and second, to subsequent scheduled repayments thereof on a ratable basis, provided that the Borrower may direct application of such prepayment shall be applied to First-Out Loans until and unlessthe subsequent scheduled repayments of Tranche B Borrowings in any other manner that would not result in the remaining weighted average life to maturity of Tranche B Borrowings being less than the remaining weighted average life to maturity of Tranche B Borrowings that would have resulted from the application of such Loans shall have been repaid in full, and thereafter may be applied to other Classes of Loansprepayment in accordance with [clause (iii)] below,(A) above], and # subject to [clause (ii) above], in the case of any prepayment made pursuant to [Section 2.06(c)] at a time when Borrowings of more than oneany other Class are outstanding, the Borrowerestablished under Sections 2.17 and 2.18, as shall select Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Borrowings pro rata based on the aggregate principal amounts of outstanding Borrowings of each such Class; provided, further, that the amounts so allocable to any Facility (other than the Tranche B Facility or the First-Out Loan Facility) may be applied to Borrowings under other Facilities if so providedspecified in the definitive documentation establishing such Facility. Each such prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Notwithstanding anything herein to the contrary, in connection with a refinancing in full of any Facility established hereunder, any Lender may, with the consent of the Borrower, elect to accept rollover Indebtedness in lieu of all or any part of such Lender’s applicable pro rata share of any prepayment of any Borrowing made pursuant to this [Section 2.06].Class hereunder.

Application of Payments. Each(A) Except as may otherwise be set forth in any Refinancing Amendment, Extension Amendment or any Incremental Amendment, each prepayment of Borrowings madeTerm Loans pursuant to [SectionSection 2.06(07(b)(i), (ii) or (iii) shall be applied ratably to each Class of Term Loans then 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), # with respect to each Class of Loans (other than Revolving Loans or Swing Line Loans), each prepayment pursuant to [clauses (i) through (iii) of this Section 2.06(c)])07(b)] shall be applied to such Borrowing or Borrowingsremaining scheduled installments of any Classprincipal thereof following the date of prepayment pursuant to Section 2.09 as shall have been specifieddirected by the Borrower pursuant to a written notice to the Administrative Agent; provided that,​ and specified in the casenotice of anyprepayment (and absent such direction, in direct order of maturity of the remaining installments under the applicable Class of Loans), and # no prepayment made pursuant to under [Section 2.06(c)] b) may be made of any Tranche B Loans unless prior thereto all the First-Out Loans shall have been, or substantially concurrently thereto shall be, repaid in full, # in the case of any prepayment made pursuant to [Section 2.06(c)] at any time when First-Out Loans are outstanding, the entire amount ofeach such prepayment shall be appliedpaid to First-Out Loans until and unless such Loans shall have been repaid in full, and thereafter may be applied to other Classes of Loansthe Lenders in accordance with [clause (iii)] below, and # subject to [clause (ii) above], in the case of any prepayment made pursuant to [Section 2.06(c)] at a time when Borrowings of more than one Class are outstanding, the Borrower shall select Borrowings to be prepaid so that the aggregate amounttheir respective Pro Rata Shares of such prepayment is allocated among the Borrowings pro rata based on the aggregate principal amounts of outstanding Borrowings of each such Class; provided, further, that the amounts so allocable to any Facility (other than the Tranche B Facility or the First-Out Loan Facility) may be applied to Borrowings under other Facilities if so provided in the definitive documentation establishing such Facility. Each such prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Notwithstanding anything herein to the contrary, in connection with a refinancing in full of any Facility established hereunder, any Lender may, with the consent of the Borrower, elect to accept rollover Indebtedness in lieu of all or any part of such Lender’s applicable pro rata share of any prepayment of any Borrowing made pursuant to this [Section 2.06].prepayment.