Application of Payments. (A) Except as may otherwise be set forth in any Refinancing Amendment, Extension Amendment or any Incremental Amendment, each prepayment of Term Loans pursuant to Section 2.07(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 2.07(b)] shall be applied to remaining scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.09 as directed by the ​ and specified in the notice of prepayment (and absent such direction, in direct order of maturity of the remaining installments under the applicable Class of Loans), and # each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.

Application of Payments. (A) Except as may otherwise be set forthwith respect to Loans incurred in connection with any Refinancing Amendment, or Term Loan Extension Amendment or any Incremental Amendment,Request, # each prepayment of Term Loans pursuant to this Section 2.07(05(b)(i), (ii) or (iii) shall be applied ratably to each Class of Term Loans then outstanding (providedoutstanding; 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),Debt; # with respect to each Class of Loans (other than Revolving Loans or Swing Line Loans),Term Loans, each prepayment pursuant to [clauses (i) through (iii) of this Section 2.07(05(b)] shall be applied to remainingthe scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.09 as directed by the ​ and specified in the notice of prepayment (and absent such direction, in direct order of maturity of the remaining installments under the applicable Class of Loans), and # each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.07

Application of Payments. (A) Except as may otherwise be set forthwith respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension AmendmentRequest, Revolver Extension Request or any Incremental Amendment,Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), # each prepayment of Term Loans pursuant to Sectionthis ‎Section 2.07(05(b)(i), (ii) or (iii) shall be applied ratably to each Classas between series, Classes or tranches of Term Loans then outstandingas directed by the Borrower (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),Debt, and # any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); # with respect to each Class of Loans (other than Revolving Loans or Swing Line Loans),Term Loans, each prepayment pursuant to [clauses (i)clauses ‎(i) through (iii)‎(iv) of this Section‎Section 2.07(05(b)] shall be applied to remainingthe scheduled installments of principal thereof following the date of prepayment pursuant to Section‎Section 2.09 as directed by the ​ and specified in the notice of prepayment (and absent such direction,07(a) in direct order of maturity of(without premium or penalty), unless otherwise directed by the remaining installments under the applicable Class of Loans),Borrower; and # each such prepayment shall be paid to the Lenders​ in accordance with their respective Pro Rata Shares of such prepayment.

Application of Payments. (A) Except as may otherwise be set forth in any Refinancing Amendment, Extension Amendment or any Incremental Amendment, each prepayment of Term LoansPrepayments. All prepayments pursuant to Section[Section 2.07(b)03(a)(i)iii), (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)(iv), # 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 2.07(b)and (v)])])] shall be applied to remaining scheduled installmentsprepay the Term Loans among the various Classes thereof on a ratable basis (in accordance with the aggregate outstanding principal amount of principal thereof following the dateTerm Loans of prepayment pursuant to Section 2.09 as directed by the ​ and specified in the notice of prepayment (and absenteach such direction, in directClass) on order of maturitymaturity, unless otherwise agreed among the Borrower and the ​ providing Extended Loans in accordance with [Section 2.13] (it being understood that, in any case, the Initial Loans shall not be allocated to any Class in an amount less than such Class’s pro rate share of the remaining installments under the applicable Class of Loans), and #such prepayment). Unless otherwise provided herein, each such prepayment shall be paid to the Lenders​ in accordance with their respective Pro Rata Shares of such prepayment.Shares.

Application of Payments. (A) Except as may otherwise be set forth in any Refinancing Amendment, Extension Amendment or any Incremental Amendment, eachTerm Loan Prepayments. Each prepayment of Term Loans pursuant to Section 2.07(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)foregoing subclauses [(i) and (ii) of this Section 2.07(05(b)] shall be applied to the remaining scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.09 as directed by the ​ and specified in the notice of prepayment (and absent such direction, in direct order of maturity unless otherwise directed by the Borrower, and the Borrower may elect to apply such prepayments of Term Loans to one or more Class or Classes of Term Loans selected by the remaining installments under the applicableBorrower in its sole discretion (provided that such prepayments may not be directed to a later maturing Class without at least a pro rata repayment of Loans)any earlier maturing Classes). Subject to [Section 2.15], and # each such prepaymentprepayments shall be paid to the Term Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of such prepayment.the Term Facilities.

Application of Payments. (A) Except as may otherwise be set forthprovided in any Refinancing Amendment, ExtensionIncremental Term Loan Amendment or any Incremental Amendment,and subject to [Section 2.11(g)], each mandatory prepayment of Term Loans pursuant to Section[Section 2.07(b)(i), (ii) or (iii)11(c)] 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), # withoutstanding. With respect to each Class of Loans (other than Revolving Loans or Swing Line Loans), eachTerm Loans, all mandatory prepayment amounts pursuant to [clauses (i) through (iii) of this Section[Section 2.07(b)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 thereof followingdue in respect of the dateTerm Loans of prepayment pursuant to Section 2.09the applicable Class as directed by the ​ and specifiedBorrower (or, in the noticeabsence of prepayment (and absent such direction, in direct order of maturity of the remaining installments under the applicable Class of Loans), and # each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.maturity).

Application of Payments. (A) Except as may otherwise be set forth in any Refinancing Amendment, Extension Amendment or any Incremental Amendment, eachAny prepayment of a Term LoansLoan Borrowing of any Class # pursuant to Section[Section 2.07(b)11(a)(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 2.07(b)] shall be applied to remainingreduce the subsequent scheduled installmentsand outstanding repayments of principal thereof following the dateTerm Loan Borrowings of prepaymentsuch Class to be made pursuant to this Section 2.09 as directed by the ​ and specified in the notice of prepaymentBorrowers (and absent such direction,direction in direct order of maturitymaturity) and # pursuant to [Section 2.11(c)] or [Section 2.11(d)] shall be applied to reduce the subsequent scheduled and outstanding repayments of the remaining installments under the applicableTerm Loan Borrowings of such Class of Loans), and # each such prepayment shallto be paidmade pursuant to this Section, or, except as otherwise provided in any Refinancing Amendment or Loan Modification Offer, pursuant to the Lenders in accordance with their respective Pro Rata Sharescorresponding section of such prepayment.Refinancing Amendment or Loan Modification Offer, as applicable, in direct order of maturity.

Application of Payments. (A)Optional Prepayments. Except as may otherwise be set forth in any RefinancingIncremental Loan Amendment, any Extension Amendment or any IncrementalRefinancing Amendment, eachall amounts applied to the voluntary prepayment of any Term LoansLoan pursuant to Section 2.07(b)(i), (ii) or (iii)‎2.10(a) shall be applied ratablypro rata to each Class ofthe outstanding Term Loans then outstanding (provided that any prepayment of Term Loans witheach Class, and to 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 thisremaining unpaid amortization payments required under Section 2.07(b)] shall be applied to remaining scheduled installments of principal‎2.09 thereof following the date of prepayment pursuant to Section 2.09 as directed by the ​ and specifiedBorrower at the time of the respective prepayment (or, in the noticeabsence of prepayment (and absent such direction, in direct order of maturity to the remaining unpaid amortization payments required under Section ‎2.09). Within the parameters of the remaining installments under the applicable Class of Loans), and # each such prepaymentapplications set forth above, prepayments shall be paidapplied first to the LendersABR Loans and then to Benchmark Rate Loans in accordance with their respective Pro Rata Sharesdirect order of such prepayment.Interest Period maturities. All prepayments of Benchmark Rate Loans under this Section ‎2.10(f) shall be subject to Section ‎2.13.

Application of Payments. (A) Except as may otherwise be set forth in any Refinancing Amendment, Extension Amendment or any Incremental Amendment, each prepayment of Term Loans pursuant to Section 2.07(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 2.07(b)] shall be applied to remaining scheduled installments of principal thereof following the date ofPrepayments. Any prepayment pursuant to Section 2.0910 of a Borrowing of any Class following the Existing Commitment Termination Date shall be applied ratably as directedbetween the then outstanding Non-Extended Loans and Extended Loans, and shall reduce the subsequent scheduled repayments of the Borrowings of such Class to be made pursuant to [Section 2.09(a)(i) or (ii)])] in the manner specified by the ​ and specifiedBorrower in the applicable notice of prepayment (and absent(or, if no such direction, in direct order of maturity of the remaining installments under the applicable Class of Loans), and # eachspecification is made therein, such prepayment shall be paid toreduce the Lenders in accordance with their respective Pro Rata Sharessubsequent scheduled repayments of the Borrowings of such prepayment.Class ratably based on the amount of such scheduled repayments).

Application of Payments. (A) Except as may otherwise be set forth in any Refinancing Amendment, Extension Amendment or any Incremental Amendment, eachEach prepayment of Term LoansBorrowings made pursuant to Section 2.07(06(b)(i) 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], (ii)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 (iii)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 each Classthe Loans included in the prepaid Borrowing. Notwithstanding anything herein to the contrary, in connection with a refinancing in full of Term Loans then outstanding (provided thatany 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 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 prepaymentany Borrowing made pursuant to [clauses (i) through (iii) of this Section 2.07(b)] shall be applied to remaining scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.09 as directed by the ​ and specified in the notice of prepayment (and absent such direction, in direct order of maturity of the remaining installments under the applicable Class of Loans), and # each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.06.