Common use of Revolving Loans, Term Loans and Incremental Term Loans Clause in Contracts

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loans in whole or in part without premium or penalty except as set forth in Section 2.05(a)(iii) below; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment, the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment of the Term A Loan, the Term B3 Loan, the Term B-4 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basis.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower The Borrowers may, upon notice from the Borrower Representative to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loans in whole or in part without premium or penalty except as set forth in Section 2.05(a)(iii) belowpenalty; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or fivefive Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date date, the currency and the amount of such prepayment, the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower Representative, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans or Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower Representative (except, with respect to any Incremental Term Loan, to the extent that the Incremental Amendment with respect to such Incremental Term Loan provides for a different application with respect to such Incremental Term Loan). Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment of the Term A Loan, the Term B3 Loan, the Term B-4 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basis.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 B Loan and/or any other the Incremental Term Loans in whole or in part without premium or penalty except as set forth in Section 2.05(a)(iii) below; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment, the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 B Loan and/or any other Incremental Term Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment of the Term A Loan, the Term B3 Loan, the Term B-4 B Loan and any other Incremental Term Loan shall be applied, at the Company’s election, applied to the Term A Loan, the Term B3 Loan, the Term B-4 B Loan and/or any and such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basis, in each case ratably to the remaining principal amortization payments of the Term A Loan, the Term B Loan and such Incremental Term Loan until the Term A Loan, the Term B Loan and such Incremental Term Loan have been paid in full.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower may, upon notice from the Company to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loans of a given Class in whole or in part without premium or penalty (except as set forth provided in Section 2.05(a)(iiiclause (E) below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars Currencies and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) or a whole multiple of $1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) in excess thereof (or, if less, or the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, or the entire principal amount thereof then outstanding); (D) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions; and (E) any voluntary prepayment of 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans and/or Term B-4 Loans shall be accompanied by an additional fee payment to the extent required pursuant to Section 2.09(b). Each such notice shall specify the date and amount of such prepayment, the Facility under which such Loan was made (and the Class thereof) and the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loan. The Administrative Agent will promptly notify each applicable Lender receiving a prepayment of its the Administrative Agent’s receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans of a given Class pursuant to this Section 2.05(a) shall be applied as directed by the Company and, if no direction is given, to the principal repayment installments of such Class of Term Loans in direct order of maturity. Subject to Section 2.15, each such prepayment of Loans shall be applied made to the Loans of the applicable Appropriate Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment Percentages in respect of each of the Term A Loan, the Term B3 Loan, the Term B-4 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basisrelevant Facilities.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower may, upon notice from the Company to the Applicable Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loans of a given Class in whole or in part without premium or penalty (except as set forth provided in Section 2.05(a)(iiiclause (E) below); provided that (A) such notice must be received by the Applicable Administrative Agent not later than 11:00 a.m. 2:00 p.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated 111 #95537764v15AMERICAS/2023466857.21 #96465179v1 in DollarsDollars or SOFR Loans, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars Currencies or New Zealand Dollars XXXXX Loans and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans, XXXXX Loans or SOFR Loans shall be in a principal amount of $2,000,000 1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) or a whole multiple of $1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) in excess thereof (or, if less, or the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, or the entire principal amount thereof then outstanding); (D) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions; and (E) any voluntary prepayment of 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans, Term B-5 Loans, Term B-6 Loans and/or Term B-7 Loans shall be accompanied by an additional fee payment to the extent required pursuant to Section 2.09(b) or Section 2.09(d), as applicable. Each such notice shall specify the date and amount of such prepayment, the Facility under which such Loan was made (and the Class thereof) and the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans or SOFR Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loan. The Applicable Administrative Agent will promptly notify each applicable Lender receiving a prepayment of its the Applicable Administrative Agent’s receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Xxxxxx’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan, a XXXXX Loan or a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans of a given Class pursuant to this Section 2.05(a) shall be applied as directed by the Company and, if no direction is given, to the principal repayment installments of such Class of Term Loans in direct order of maturity. Subject to Section 2.15, each such prepayment of Loans shall be applied made to the Loans of the applicable Appropriate Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment Percentages in respect of each of the Term A Loan, the Term B3 Loan, the Term B-4 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basisrelevant Facilities.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower may, upon notice from the Company to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loans of a given Class in whole or in part without premium or penalty (except as set forth provided in Section 2.05(a)(iiiclause (E) below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars Currencies and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) or a whole multiple of $1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) in excess thereof (or, if less, or the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, or the entire principal amount thereof then outstanding); (D) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions; and (E) any voluntary prepayment of Term B-1 Loans, Term B-2 Loans, 2017 Refinancing Term B-1 Loans and/or 2017 Refinancing Term B-2 Loans shall be accompanied by an additional fee payment to the extent required pursuant to Section 2.09(b). Each such notice shall specify the date and amount of such prepayment, the Facility under which such Loan was made (and the Class thereof) and the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loan. The Administrative Agent will promptly notify each applicable Lender receiving a prepayment of its the Administrative Agent’s receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans of a given Class pursuant to this Section 2.05(a) shall be applied as directed by the Company (except that, any such prepayment with respect to any Term A Facility shall be applied ratably towards (x) at any time prior to the First Amendment Effective Date, the outstanding Term A-1 Loans and Term A-2 Loans and (y) on and from the First Amendment Effective Date, the outstanding Refinancing Term A-1 Loans and Refinancing Term A-2 Loans) and, if no direction is given, to the principal repayment installments of such Class of Term Loans in direct order of maturity. Subject to Section 2.15, each such prepayment of Loans shall be applied made to the Loans of the applicable Appropriate Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment Percentages in respect of each of the Term A Loan, the Term B3 Loan, the Term B-4 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basisrelevant Facilities.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower may, upon notice from the Company to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loans of a given Class in whole or in part without premium or penalty (except as set forth provided in Section 2.05(a)(iiiclause (E) below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars Currencies and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) or a whole multiple of $1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) in excess thereof (or, if less, or the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, or the entire principal amount thereof then outstanding); (D) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions; and (E) any voluntary prepayment of Term B-1 Loans and/or Term B-2 Loans shall be accompanied by an additional fee payment to the extent required pursuant to Section 2.09(b). Each such notice shall specify the date and amount of such prepayment, the Facility under which such Loan was made (and the Class thereof) and the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loan. The Administrative Agent will promptly notify each applicable Lender receiving a prepayment of its the Administrative Agent’s receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans of a given Class pursuant to this Section 2.05(a) shall be applied as directed by the Company (except that, any such prepayment with respect to any Term A Facility shall be applied ratably towards the outstanding Term A-1 Loans and Term A-2 Loans) and, if no direction is given, to the principal repayment installments of such Class of Term Loans in direct order of maturity. Subject to Section 2.15, each such prepayment of Loans shall be applied made to the Loans of the applicable Appropriate Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment Percentages in respect of each of the Term A Loan, the Term B3 Loan, the Term B-4 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basisrelevant Facilities.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 B-3 Loan, the Term B-4 Loan and/or any other Incremental Term Loans in whole or in part without premium or penalty except as set forth in Section 2.05(a)(iii) below; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Alternative Currency Loans or Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans or Alternative Currency Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify CHAR1\1829960v3 the date and amount of such prepayment, the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 B-3 Loan, the Term B-4 Loan and/or any other Incremental Term Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment of the Term A Loan, the Term B3 B-3 Loan, the Term B-4 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 B-3 Loan, the Term B-4 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basis.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loans in whole or in part without premium or penalty except as set forth in Section 2.05(a)(iii) below; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three two Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in DollarsTerm SOFR Loans, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Alternative Currency Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment, the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment of the Term A Loan, the Term B3 Loan, the Term B-4 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basisas directed by the Company.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower may, upon notice from the Company to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loans of a given Class in whole or in part without premium or penalty (except as set forth provided in Section 2.05(a)(iiiclause (E) below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in DollarsDollars or SOFR Loans, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars Currencies and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans or SOFR Loans shall be in a principal amount of $2,000,000 1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) or a whole multiple of $1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) in excess thereof (or, if less, or the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, or the entire principal amount thereof then outstanding); (D) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions; and (E) any voluntary prepayment of 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans, Term B-5 Loans, Term B-6 Loans and/or Term B-5-7 Loans shall be accompanied by an additional fee payment to the extent required pursuant to Section 2.09(b) or Section 2.09(d), as applicable. Each such notice shall specify the date and amount of such prepayment, the Facility under which such Loan was made (and the Class thereof) and the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans or SOFR Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loan. The Administrative Agent will promptly notify each applicable Lender receiving a prepayment of its the Administrative Agent’s receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan or a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans of a given Class pursuant to this Section 2.05(a) shall be applied as directed by the Company and, if no direction is given, to the principal repayment installments of such Class of Term Loans in direct order of maturity. Subject to Section 2.15, each such prepayment of Loans shall be applied made to the Loans of the applicable Appropriate Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment Percentages in respect of each of the Term A Loan, the Term B3 Loan, the Term B-4 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basisrelevant Facilities.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower may, upon notice from the Company to the Applicable Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loans of a given Class in whole or in part without premium or penalty (except as set forth provided in Section 2.05(a)(iiiclause (E) below); provided that (A) such notice must be received by the Applicable Administrative Agent not later than 11:00 a.m. 2:00 p.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in DollarsDollars or SOFR Loans, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars Currencies or New Zealand Dollars XXXXX Loans and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans, XXXXX Loans or SOFR Loans shall be in a principal amount of $2,000,000 1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) or a whole multiple of $1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) in excess thereof (or, if less, or the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, or the entire principal amount thereof then outstanding); (D) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions; and (E) any voluntary prepayment of 2017 Refinancing Term B-1 Loans, 2017 Refinancing Term B-2 Loans, Term B-3 Loans, Term B-4 Loans, Term B-5 Loans, Term B-6 Loans and/or Term B-7 Loans shall be accompanied by an additional fee payment to the extent required pursuant to Section 2.09(b) or Section 2.09(d), as applicable. Each such notice shall specify the date and amount of such prepayment, the Facility under which such Loan was made (and the Class thereof) and the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans or SOFR Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loan. The Applicable Administrative Agent will promptly notify each applicable Lender receiving a prepayment of its the Applicable Administrative Agent’s receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Xxxxxx’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan, a XXXXX Loan or a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans of a given Class pursuant to this Section 2.05(a) shall be applied as directed by the Company and, if no direction is given, to the principal repayment installments of such Class of Term Loans in direct order of maturity. Subject to Section 2.15, each such prepayment of Loans shall be applied made to the Loans of the applicable Appropriate Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment Percentages in respect of each of the Term A Loan, the Term B3 Loan, the Term B-4 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basisrelevant Facilities.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower The Borrowers may, upon notice from the Borrower Representative to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loans in whole or in part without premium or penalty except as set forth in Section 2.05(a)(iii) belowpenalty; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or fivefive Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative CurrenciesCurrency Loans, Australian Dollars or New Zealand Dollars and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date date, the currency and the amount of such prepayment, the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower Representative, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans or Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower Representative (except, with respect to any Incremental Term Loan, to the extent that the Incremental Amendment with respect to such Incremental Term Loan provides for a different application with respect to such Incremental Term Loan). Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment of the Term A Loan, the Term B3 Loan, the Term B-4 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basis.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower The Borrowers may, upon notice from the Borrower Representative to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loans in whole or in part without premium or penalty except as set forth in Section 2.05(a)(iii) belowpenalty; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1) three two Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in DollarsTerm SOFR Loans, (2) four three Business Days (or fivefive Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative CurrenciesCurrency Loans, Australian Dollars or New Zealand Dollars and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date date, the currency and the amount of such prepayment, the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower Representative, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Term SOFR Loan or Alternative Currency Term Rate Loan shall lxvii be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans or Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower Representative (except, with respect to any Incremental Term Loan, to the extent that the Incremental Amendment with respect to such Incremental Term Loan provides for a different application with respect to such Incremental Term Loan). Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment of the Term A Loan, the Term B3 Loan, the Term B-4 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basis.

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower may, upon notice from such Borrower to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan Loans and/or any other Incremental Term Loans Loans, if any, in whole or in part without premium or penalty except as set forth in Section 2.05(a)(iii) belowpenalty; provided that provided, that, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business Days (or fivefive (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currencies, Australian Dollars or New Zealand Dollars Currency and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding), (D) any prepayment of any Term Loan shall be applied ratably to the remaining principal amortization payments thereof and (E) each prepayment of any Term Loan or any Incremental Term Loan shall be applied to the Term Loans and the Incremental Term Loans on a pro rata basis. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are the Revolving A Loans, Revolving B Term Loans or Incremental Term Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any other Incremental Term Loanif any. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (provided, that, any such Notice of Loan Prepayment in full of the Loans may be conditioned on the closing of other credit facilities or any other Indebtedness, sale or other material transaction). Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such ; provided, that, any prepayment of the Term A Loan, the Term B3 Loan, the Term B-4 Loan and with respect to any other Incremental Term Loan shall be applied, at applied as agreed to by the Company’s election, to Parent Borrower and the Term A Loan, the Term B3 Loan, the Term B-4 Loan and/or any applicable Lenders holding such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basis.Loans. (ii)

Revolving Loans, Term Loans and Incremental Term Loans. Each Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans, the Term A Loan, the Term B3 Loan, the Term B-4 B‑3 Loan and/or any other the Incremental Term Loans in whole or in part without premium or penalty except as set forth in Section 2.05(a)(iii) below; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars and (3) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment, the Type(s) and currencies of Loans to be prepaid (and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans) and whether the Loans to be prepaid are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B3 Loan, the Term B-4 B‑3 Loan and/or any other Incremental Term Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with lxxxiv CHAR1\1792192v4 their respective Applicable Percentages. Each such prepayment of the Term A Loan, the Term B3 Loan, the Term B-4 B‑3 Loan and any other Incremental Term Loan shall be applied, at the Company’s election, to the Term A Loan, the Term B3 Loan, the Term B-4 B‑3 Loan and/or any such Incremental Term Loan and to the remaining principal installments thereof on a pro rata basis.