Application of Proceeds. Each prepayment of Term Loans pursuant to this [Section 2.05(b)] shall be applied to each Term Loan Tranche on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan Tranche receives its Pro Rata Share of any amount to be applied more favorably) (other than a prepayment of # Term Loans or Revolving Credit Loans, as applicable, with the proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Term Loan Tranche or Revolving Facility, as applicable, being refinanced pursuant thereto or # Term Loans with the proceeds of any Refinancing Notes issued to the extent permitted under [Section 7.03(a)], which shall be applied to the Term Loan Tranche being refinanced pursuant thereto). Amounts to be applied to a Term Loan Tranche in connection with prepayments made pursuant to this [Section 2.05(b)] shall be applied # (to the extent applicable) to the next eight scheduled installments following the relevant prepayment event with respect to such Term Loan Tranche in direct order of maturity and thereafter shall be applied ratably to any remaining scheduled installments with respect to such Term Loan Tranche (including any payment due on maturity of such Term Loan Tranche) or, # if there are no scheduled installments with respect to such Term Loan Tranche, to reduce the final bullet amount due on maturity of such Term Loan Tranche. Each prepayment of Term Loans under a Facility pursuant to this [Section 2.05(b)] shall be applied on a pro rata basis to the then outstanding Base Rate Loans and Eurocurrency Rate Loans under such Facility; provided that the amount thereof shall be applied first to Base Rate Loans under such Facility to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to [Section 3.06].

Each prepayment of Term Loans pursuant to [[clauses (i) and (ii) of this [SectionSection 2.05(b)])]] shall be appliedoffered and, subject to each Term Loan Tranche[clause (v)] below, applied on a pro rata basis (or, if agreed to in writing byacross the Majority Lenders of a Term Loan Tranche, in a mannerFacilities; provided that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan Tranche receives its Pro Rata Share of# any amount to be applied more favorably) (other than a prepayment of # Term Loans established pursuant to [[Section 2.17, 2.18 or Revolving2.19]9]9]]9]9] shall be entitled to less than their pro rata share if and to the extent so provided for in the applicable Additional Credit Loans, as applicable,Extension Amendment and # prepayments with the proceeds of Indebtedness incurred pursuant to [Section 2.18], whichRefinancing Term Loans shall be applied to the Term Loan Tranche or Revolving Facility, as applicable,Facilities being refinanced pursuant thereto or #refinanced. Each prepayment of Term Loans withpursuant to ​ shall be applied solely to the proceeds ofTerm BB-2 Facility; provided that any Refinancing Notes issuedTerm Loans established pursuant to [[Section 2.17, 2.18 or 2.19]9]9]]9]9] shall be entitled to share in such prepayment on a pro rata basis (or less than pro rata basis) as and to the extent permitted under [Section 7.03(a)], which shall be appliedso provided for in the applicable Additional Credit Extension Amendment. With respect to theany such Term Loan Tranche being refinanced pursuant thereto). AmountsFacility that is to be applied toreceive a Term Loan Tranche in connection with prepayments madeprepayment pursuant to this [Section 2.05(b)], such prepayment shall be applied # (to the extent applicable) to the next eight scheduledprincipal repayment installments followingthereof as directed by the relevantCompany and each such prepayment event with respect to such Term Loan Tranche in direct order of maturity and thereafter shall be applied ratably to any remaining scheduled installments with respect to such Term Loan Tranche (including any payment due on maturity of such Term Loan Tranche) or, # if there are no scheduled installments with respect to such Term Loan Tranche, to reduce the final bullet amount due on maturity of such Term Loan Tranche. Each prepayment of Term Loans under a Facility pursuant to this [Section 2.05(b)] shall be applied on a pro rata basispaid to the then outstanding Base Rate Loans and Eurocurrency Rate Loans under such Facility; provided that the amount thereof shall be applied first to Base Rate Loans under such Facility to the full extent thereof before application to Eurocurrency Rate Loans,Lenders in each case in a manner that minimizes the amount payable by the Borroweraccordance with their respective Applicable Percentages in respect of such prepayment pursuant to [Section 3.06].each of the relevant Facilities.

Mandatory prepayments of Proceeds. Each prepaymentoutstanding Term Loans under this Agreement shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans pursuant to this [Section 2.05(b)] shall be applied to each Term Loan Tranche on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan Tranche receives its Pro Rata Share of any amount to be applied more favorably) (other than a prepayment of # Term Loans or Revolving Credit Loans, as applicable, with the proceeds of Indebtedness incurred pursuant to [Section 2.18], which shall be applied to the Term Loan Tranche or Revolving Facility, as applicable, being refinanced pursuant thereto or # Term Loans with the proceeds of any Refinancing Notes issued to the extent permitted under [Section 7.03(a)], which shall be applied to the Term Loan Tranche being refinanced pursuant thereto)07]. Amounts to be applied to a Term Loan Tranche in connection withSuch mandatory prepayments made pursuant to this [Section 2.05(b)] shall be applied # (to the extent applicable) to the next eight scheduled installments following the relevant prepayment event with respect to such Term Loan Tranche in direct order of maturity and thereafter shall be applied ratably to any remaining scheduled installments with respect to such Term Loan Tranche (including any payment due on maturity of such Term Loan Tranche) or, # if there are no scheduled installments with respect to such Term Loan Tranche, to reduce the final bullet amount due on maturity of such Term Loan Tranche. Each prepayment of Term Loans under a Facility pursuant to this [Section 2.05(b)] shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans andor Eurocurrency Rate Loans under such Facility;Loans; provided that if no ​ decline a given mandatory prepayment of the Term Loans as described below, then, with respect to such mandatory prepayment, the amount thereofof such mandatory prepayment shall be applied in the case of the applicable principal amount of such Tranche of the Term Loans being so prepaid, first to Term Loans that are Base Rate Loans under such Facility to the full extent thereof before application to Term Loans that are Eurocurrency Rate Loans, in each caseLoans in a manner that minimizes the amount payableof any payments required to be made by the Borrower in respect of such prepaymentBorrowers pursuant to [Section 3.06]05]. Notwithstanding anything herein to the contrary, any Term Loan Lender may elect, by notice to the Administrative Agent by facsimile at least eight Business Days prior to the applicable prepayment date, to decline all of any prepayment of its Term Loans pursuant to [[Section 2.05(b)(ii), (iii) or (iv)])])]])])], 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 retained by the Borrowers (such retained amounts, the “Retained Declined Proceeds”) to be used in accordance with the provisions of this Agreement.

Application of Proceeds.Payments. Each prepayment of Term Loans pursuant to this [Sectionthe foregoing provisions of [[Section 2.05(b)(i)-(ii)])]])] shall be appliedapplied, first, to eachthe principal repayment installments of the Term Loan Tranche on a pro rata basis (or, if agreedfor all such principal repayment installments and, second, to the Revolving Facility in writing by the Majority Lendersmanner set forth in _clause (v) of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan Tranche receives its Pro Rata Share of any amount to be applied more favorably) (other than a prepayment of # Term Loans or Revolving Credit Loans, as applicable, with the proceeds of Indebtedness incurred pursuantSection 2.05(b)_. Subject to [Section 2.18]15], whichsuch prepayments shall be appliedpaid to the Term Loan Tranche or Revolving Facility, as applicable, being refinanced pursuant thereto or # Term Loans​ in accordance with the proceeds of any Refinancing Notes issued to the extent permitted under [Section 7.03(a)], which shall be applied to the Term Loan Tranche being refinanced pursuant thereto). Amounts to be applied to a Term Loan Tranche in connection with prepayments made pursuant to this [Section 2.05(b)] shall be applied # (to the extent applicable) to the next eight scheduled installments following the relevant prepayment event with respect to such Term Loan Tranche in direct order of maturity and thereafter shall be applied ratably to any remaining scheduled installments with respect to such Term Loan Tranche (including any payment due on maturity of such Term Loan Tranche) or, # if there are no scheduled installments with respect to such Term Loan Tranche, to reduce the final bullet amount due on maturity of such Term Loan Tranche. Each prepayment of Term Loans under a Facility pursuant to this [Section 2.05(b)] shall be applied on a pro rata basis to the then outstanding Base Rate Loans and Eurocurrency Rate Loans under such Facility; provided that the amount thereof shall be applied first to Base Rate Loans under such Facility to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowertheir respective Applicable Percentages in respect of such prepayment pursuant to [Section 3.06].the relevant Facilities.