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.

Except with respect to Loans incurred in connection with any Refinancing Amendment, or Term Loan Extension Request, # each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding; provided that any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt; # with respect to each Class of Term Loans, each prepayment pursuant to [clauses (i) through (iii) of this Section 2.05(b)] shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07

Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), # each prepayment of Term Loans pursuant to this ‎Section 2.05(b) shall be applied as between series, Classes or tranches of Term Loans as directed by the Borrower (provided that # any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced 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 Term Loans, each prepayment pursuant to clauses ‎(i) through ‎(iv) of this ‎Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to ‎Section 2.07(a) in direct order of maturity (without premium or penalty), unless otherwise directed by the Borrower; and # each such prepayment shall be paid to the ​ in accordance with their respective Pro Rata Shares of such prepayment.

Application of Prepayments. All prepayments pursuant to [Section 2.03(a)(iii), (iv), and (v)])])] shall be applied to prepay the Term Loans among the various Classes thereof on a ratable basis (in accordance with the aggregate outstanding principal amount of the Term Loans of each such Class) on order of maturity, 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 such prepayment). Unless otherwise provided herein, each such prepayment shall be paid to the ​ in accordance with their respective Pro Rata Shares.

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.

Except as otherwise provided in any Incremental Term Loan Amendment and subject to [Section 2.11(g)], each mandatory prepayment of Term Loans pursuant to [Section 2.11(c)] shall be applied ratably to each Class of Term Loans then 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 the applicable Class as directed by the Borrower (or, in the absence of such direction, in direct order of maturity).

Any prepayment of a Term Loan Borrowing of any Class # pursuant to [Section 2.11(a)(i)] shall be applied to reduce the subsequent scheduled and outstanding repayments of the Term Loan Borrowings of such Class to be made pursuant to this Section as directed by the Borrowers (and absent such direction in direct order of maturity) 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 Term Loan Borrowings of such Class to be made pursuant to this Section, or, except as otherwise provided in any Refinancing Amendment or Loan Modification Offer, pursuant to the corresponding section of such Refinancing Amendment or Loan Modification Offer, as applicable, in direct order of maturity.

Optional Prepayments. Except as may be set forth in any Incremental Loan Amendment, any Extension Amendment or any Refinancing Amendment, all amounts applied to the voluntary prepayment of any Term Loan pursuant to Section ‎2.10(a) shall be applied pro rata to the outstanding Term Loans of each Class, and to the remaining unpaid amortization payments required under Section ‎2.09 thereof as directed by the Borrower at the time of the respective prepayment (or, in the absence of such direction, in direct order of maturity to the remaining unpaid amortization payments required under Section ‎2.09). Within the parameters of the applications set forth above, prepayments shall be applied first to ABR Loans and then to Benchmark Rate Loans in direct order of Interest Period maturities. All prepayments of Benchmark Rate Loans under this Section ‎2.10(f) shall be subject to Section ‎2.13.

Application of Prepayments. Any prepayment pursuant to Section 2.10 of a Borrowing of any Class following the Existing Commitment Termination Date shall be applied ratably as between 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 Borrower in the applicable notice of prepayment (or, if no such specification is made therein, such prepayment shall reduce the subsequent scheduled repayments of the Borrowings of such Class ratably based on the amount of such scheduled repayments).

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.