Application of Payments. Each prepayment of Loans pursuant to the foregoing provisions of [Section 2.05(b)(i)-(ii)])] shall be applied, first, to the principal repayment installments of the Term Loan on a pro rata basis for all such principal repayment installments and, second, to the Revolving Facility in the manner set forth in [clause (v) of Section 2.05(b)]. Subject to [Section 2.15], such prepayments shall be paid to the ​ in accordance with their respective Applicable Percentages in respect of the relevant Facilities.

Each prepayment of Term Loans pursuant to [clauses (i) and (ii) of this Section 2.05(b)] shall be offered and, subject to clause (v) below, applied on a pro rata basis across the Term Facilities; provided that # any Term Loans established pursuant to [Section 2.17, 2.18 or 2.19]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 Extension Amendment and # prepayments with the proceeds of Refinancing Term Loans shall be applied to the Term Facilities being refinanced. Each prepayment of Term Loans pursuant to [clause (iii) of this Section 2.05(b)] shall be applied solely to the Term BB-2 Facility; provided that any Term Loans established pursuant to [Section 2.17, 2.18 or 2.19]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 so provided for in the applicable Additional Credit Extension Amendment. With respect to any such Term Facility that is to receive a prepayment pursuant to this [Section 2.05(b)], such prepayment shall be applied to the principal repayment installments thereof as directed by the Company and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

"(d) Each prepayment pursuant to [subsections (c)(i), (c)(ii), (c)(iii), and (c)(iv)])])])] above shall be applied, first, to the Term Loan, until paid in full and second, to the Revolving Loans (with a corresponding permanent reduction in the Revolving Credit Commitments), until paid in full. Each prepayment pursuant to [subsections (c)(v)] above shall be applied to the Term A-2 Loan, until paid in full. Each prepayment of the Term Loan pursuant to [Section 2.05(c)] shall be applied pro rata against the remaining installments of principal of the applicable Term Loan. Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default, if the [[Administrative Agent:Organization]] has elected, or has been directed by the [[Collateral Agent:Organization]] or the Required ​, to apply payments in respect of any Obligations in accordance with [Section 4.03(b)], prepayments required under [Section 2.05(c)] shall be applied in the manner set forth in [Section 4.03(b)]. Any prepayment of any Loans shall be applied first to Reference Rate Loans to the full extent thereof before application to LIBOR Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.08."

Application of Term Loan Prepayments. Each prepayment of Loans pursuant to the foregoing subclauses [(i) and (ii) of this Section 2.05(b)] shall be applied to the remaining scheduled installments of principal thereof 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 Borrower 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 any earlier maturing Classes). Subject to [Section 2.15], such prepayments shall be paid to the Term Lenders in accordance with their respective Applicable Percentages in respect of the Term Facilities.

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].