Common use of Term Loans Clause in Contracts

Term Loans. Any Borrower may, upon prior notice to the Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) on the date of prepayment, in the case of any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing).

Term Loans. Any The Borrower may, upon prior notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loan tranche in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time1) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the any date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Eurodollar Rate Loans and (ii2) on the date of prepaymentprepayment of Base Rate Loans and LIBOR Daily Floating Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of LIBOR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the case of entire principal amount thereof then outstanding); and (D) any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the Term Loans under entire principal amount thereof then outstanding). Each such notice shall specify the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving date and amount of any notice of such prepayment, the principal amount tranche of the Term Terms Loans specified therein to be prepaid and the Type(s) of Term Loans to be prepaid. 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 Borrower, the Borrower shall become make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein for therein. Any prepayment of a Eurodollar 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 (except that any notice shall be applied to the applicable tranche of prepayment in connection with the refinancing of all or any portion Term Loans of the Facilities may be contingent upon the consummation of such refinancing)Lenders in accordance with their respective Applicable Percentages.

Term Loans. Any The Borrower may, upon prior notice to may prepay the Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case outstanding principal amount of any prepayment Class of Eurocurrency Rate Loans or BA Rate Loans and (ii) on the date of prepayment, in the case of any prepayment of Base Rate Term Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaidprepaid without penalty or premium; provided, however, that (i) the Borrower shall provide the Administrative Agent with notice stating the proposed date of such prepayment and aggregate principal amount of each Class of Term Loans being prepaid, not later than 11:00 a.m. (New York time) (a) one Business Day, in the case of a Borrowing of Base Rate Loans and (b) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed prepayment; (ii) if any prepayment of any Eurocurrency Rate Loan or BA Eurodollar Rate Loan is made by a the Borrower other than on the last day of an Interest Period for such Loan, such the Borrower shall also pay any amounts owing pursuant to Section 2.14(e) (Breakage Costs); provided, further, that (iii) each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold $5,000,000 or integral multiples of $1,000,000 in excess thereof; and that any such (iv) each partial prepayment shall be applied applied, on a pro rata basis among all outstanding Term Loans of each applicable Class to ratably reduce the remaining installments of the outstanding principal amount of the such Term Loans under the applicable Term Loan Facility as directed by the U.S. BorrowerLoans. Upon the giving of any a notice of prepaymentprepayment pursuant to this clause (b), the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except prepayment; provided that the Borrower may rescind any notice of prepayment in connection with the delivered under this Section 2.8(b) if (A) such prepayment would have resulted from a refinancing of all or any a portion of the Facilities may (or all or a portion of the Incremental Term Loan Facilities, if any), which refinancing shall not be contingent upon consummated or shall otherwise be delayed and (B) the consummation of Company provides notice to the Administrative Agent on or before the date such refinancing)prepayment shall be due, in form and substance reasonably satisfactory to the Administrative Agent, detailing such proposed refinancing and the circumstances causing such refinancing not to occur.

Term Loans. Any The Borrower may, upon prior notice to the Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Term Loans and (ii) on the date of prepayment, in the case of any prepayment of Base Rate Term Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominatedFacility, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Term Loan is made by a the Borrower other than on the last day of an Interest Period for such Term Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than (x) $2,000,000, in the Minimum Currency Threshold case of Base Rate Term Loans and (y) $5,000,000, in the case of Eurocurrency Rate Term Loans and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Term Loan Facilities may be contingent upon the consummation of such refinancing).

Term Loans. Any Borrower may, upon prior notice to the Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) on at least one Business Day prior to the date of prepayment, in the case of any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing). Notwithstanding the foregoing, in connection with any voluntary prepayment of the U.S. Term B Loans prior to March 26, 2011 with the proceeds of any term loans having lower interest margins than the Applicable Margins for the U.S. Term B Loans, such prepayment shall be accompanied by a premium equal to 1.0% of the principal amount of the U.S. Term B Loans so prepaid.

Term Loans. Any Borrower may, upon prior notice to the Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) on at least one Business Day prior to the date of prepayment, in the case of any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing).

Term Loans. Any Borrower The Borrowers may, at any time and from time to time, upon prior written notice to the Administrative Agent received by the Administrative Agent not later than (x) 1:00 p.m. in the case of SOFR Loans, 11:00 a.m. least three (London time3) Business Days’ prior to the date of prepayment and (y) in the case of Loans denominated in EuroReference Rate Loans, Sterling or Yen or (y) 11:00 a.m. one (New York City time1) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days Day’s prior to the date of prepayment, in each case to prepay the case principal of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) on the date of prepayment, in the case of any prepayment of Base Rate Term Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part. Each such notice shall specify the date and amount of such prepayment, together with whether the Term Loans to be prepaid are SOFR Loans or Reference Rate Loans, and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans (except that if the Term Loans to be prepaid includes both Reference Rate Loans and SOFR Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Reference Rate Loans to the full extent thereof before application to SOFR Loans (and, in the case of SOFR Loans, in direct order of Interest Period maturities). The Administrative Agent shall promptly notify each Term Loan Lender of its receipt of each such notice, and of the amount of such Term Loan Lender’s ratable portion of such prepayment. Each prepayment made pursuant to this clause (b)(ii) shall be irrevocable (except that such notice may be conditional) and shall be accompanied by the payment of (A) accrued interest to the date of such prepayment payment on the principal amount prepaid; provided, however(B) the Applicable Prepayment Premium, that if any any, payable in connection with such prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such LoanTerm Loans, such Borrower shall also pay (C) any amounts owing pursuant to payable under Section 2.14(e); provided2.09 in connection with such prepayment of the Term Loans, further, that each partial and (D) if such prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to would reduce the remaining installments of the outstanding principal amount of the Term Loans under to zero, all fees and other amounts which have accrued or otherwise become payable as of such date. Each such prepayment shall be applied pro rata against the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving remaining installments of any notice of prepayment, the principal amount of due on the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing)Loans.

Term Loans. Any Borrower may, upon prior notice to may prepay the Agent not later than (x) 1:00 p.m. (London time) in principal of the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) on the date of prepayment, in the case of any prepayment of Base Rate Term Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with part without penalty or premium (except as otherwise provided in Section 2.4(e)(iv) and Section 2.4(g)). Each prepayment made pursuant to this Section 2.4(d)(ii) shall be accompanied by the payment of accrued interest to the date of such prepayment payment on the amount prepaid. Each such prepayment (i) shall be allocated among each of the outstanding Tranches of Term Loans on a pro rata basis, with each Tranche of outstanding Term Loans to be allocated its Term Loan Percentage of the amount of such prepayment (unless the Lenders under such Tranche have elected to receive less than their pro rata share thereof as provided in a Refinancing Amendment or a Loan Modification Offer), and (ii) to the extent allocated to a Tranche of Term Loans, shall be applied against the remaining installments of principal due on such Tranche of Term Loans in the manner directed by Borrower at the time of the respective prepayment (and, in the absence of any such direction, in direct order of maturity) (for the avoidance of doubt, any amount that is due and payable on a Term Loan Maturity Date for such Tranche of Term Loans shall constitute an installment). Each optional prepayment of Loans under this Section 2.4(d) shall be made by Borrower on the following terms and conditions: (i) Borrower shall give Agent prior to 3:00 p.m. (New York City time) (x) at least 1 Business Day prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (y) at least 3 Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Rate Loans, which notice (in each case) shall specify the applicable Tranche of Term Loans that shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of LIBOR Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Rate Loans were made, and which notice Agent shall promptly transmit to each of the Lenders; and (ii) each partial prepayment of Term Loans pursuant to this Section 2.4(d) shall be in an aggregate principal amount prepaidof at least $1,000,000 (or such lesser amount as is acceptable to Agent in any given case), provided that if any partial prepayment of LIBOR Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Rate Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect. A notice of prepayment pursuant to this Section 2.4(d) shall be irrevocable; provided, however, that if any a notice of prepayment of all outstanding Loans pursuant to this Section 2.4(d) may state that such notice is conditioned upon the effectiveness of other credit facilities the proceeds of which will be used to refinance in full this Agreement, in which case such notice may be revoked by Borrower (by notice to Agent on or prior to the specified effective date) if such condition is not satisfied (although any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower revocation shall also pay any amounts owing not affect Borrower’s obligations pursuant to Section 2.14(e2.12(b); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing).

Term Loans. Any The Borrower may, upon prior notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loan tranche in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time1) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the any date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Term SOFR Rate Loans and (ii2) on the date of prepaymentprepayment of Base Rate Loans and Daily Simple SOFR Rate Loans; (B) any such prepayment of Term SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of Daily Simple SOFR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the case of entire principal amount thereof then outstanding); and (D) any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the Term Loans under entire principal amount thereof then outstanding). Each such notice shall specify the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving date and amount of any notice of such prepayment, the principal amount tranche of the Term Terms Loans specified therein to be prepaid and the Type(s) of Term Loans to be prepaid. 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 Borrower, the Borrower shall become make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein for therein. Any prepayment of a Term SOFR 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 (except that any notice shall be applied to the applicable tranche of prepayment in connection with the refinancing of all or any portion Term Loans of the Facilities may be contingent upon the consummation of such refinancing)Lenders in accordance with their respective Applicable Percentages.

Term Loans. Any The Borrower mayshall not be entitled to voluntarily prepay the Term Loans; provided, upon prior however, subject to the limitations set forth in this Section 2.05(a), the Borrower may at any time or from time to time, voluntarily prepay the Term Loans in whole or in part subject to the satisfaction of each of the following conditions: (i) the Borrower shall have provided written notice to the Administrative Agent, and such notice must be received by the Administrative Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 10:00 a.m. (New York City timeA) in the case of Loans denominated in any other currency, in each case three (i3) at least three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, and (B) one (1) Business Day prior to the date of prepayment, in the case of any prepayment of Eurocurrency Base Rate Loans Loans; (ii) any such prepayment shall be in a principal amount of $1,000,000 or BA Rate Loans a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (iiiii) the Borrower pays the amount of the applicable Prepayment Fee (if any) on the date of such prepayment. Each such notice shall specify the date and amount of such prepayment, in the case amount of any prepayment the Prepayment Fee (if any) and the Type(s) of Base Rate LoansLoans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in and of the currency in which amount of such Term Loans are denominated, in whole or in part, together with accrued interest to the date Lender’s Pro Rata Share of such prepayment on and Prepayment Fee (if any). If such notice is delivered by the principal amount prepaid; providedBorrower, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial make such prepayment and the payment amount specified in such notice and the Prepayment Fee (if any) shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for therein, unless such prepayment (except that any notice of prepayment is made in connection with the refinancing prepayment in full of all Loans and the termination of all commitments under this Agreement or otherwise contingent on the satisfaction of any portion applicable condition which is not satisfied as of such noticed date of prepayment, in which case no prepayment shall be required hereunder if the condition to such commitment termination is not satisfied as contemplated by Section 2.06. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, the Borrower may not voluntarily prepay any Loans that are Term SOFR Loans unless such Loans are prepaid at the end of the Facilities may be contingent upon applicable Interest Period or unless the consummation of Borrower pays all costs associated with such refinancing)prepayment as provided in Section 3.05.

Term Loans. Any Borrower Subject to the last sentence of this Section 2.05(a)(ii), the Borrowers may, upon prior notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part (A) prior to one (1) year from the Closing Date, subject to a prepayment charge of three percent (3%) of the amount prepaid, and (B) after one (1) year from the Closing Date, without premium, charge or penalty; provided that (x) such notice must be received by the Administrative Agent not later than 2:00 p.m. at least fifteen (x15) 1:00 p.m. (London time) in the case days prior to any date of Loans denominated in Euro, Sterling or Yen or prepayment of any Term Loans; (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or BA Rate Loans a whole multiple of $1,000,000 in excess thereof; and (iiz) on the date of prepayment, in the case of any prepayment of Base Rate LoansLoans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility in the currency in to which such Term prepayment shall apply and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are denominatedto be prepaid, in whole or in partthe Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, together with accrued interest to and of the date amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the principal relevant Facility). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for specified in such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment notice shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for 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 Loan pursuant to this Section 2.05(a)(ii) shall be applied to the Term Facility and to the principal repayment installments thereof in inverse order of maturity, and each such prepayment (except that any notice of prepayment shall be paid to the Lenders in connection accordance with the refinancing of all or any portion their respective Applicable Percentages in respect of the Facilities may Term Facility. Notwithstanding anything to the contrary contained herein, the Borrowers shall not be contingent upon permitted to prepay the consummation of such refinancing)Term Facility pursuant to this Section 2.05(a)(ii) during the period from the Closing Date through the date ten Business Days thereafter.

Term Loans. Any The Borrower may, upon at least two Business Days' prior notice to the Administrative Agent not later than (x) 1:00 p.m. (London time) in stating the case proposed date and aggregate principal amount of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in prepay the case outstanding principal amount of the Term Loans of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) on the date of prepayment, in the case of any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominatedTranche, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; providedPROVIDED, howeverHOWEVER, that (i) if any such prepayment is a prepayment of any Eurocurrency Eurodollar Rate Loan or BA Rate Loan is made by a or on behalf of the Borrower other than on the last day of an Interest Period for such Loan, such the Borrower shall also pay any amounts owing pursuant to Section SECTION 2.14(e) (BREAKAGE COSTS); provided, further, (ii) each such prepayment that each is a partial prepayment shall be in an aggregate amount not less than that is an integral multiple of $1,000,000, (iii) no such prepayment shall be a prepayment of the Minimum Currency Threshold Tranche C Loans made prior to the payment in full of the First-Priority Obligations, (iv) if any such prepayment is a prepayment of the Tranche C Loans, the Borrower shall also pay to the Administrative Agent, for the benefit of the Tranche C Lenders ratably, an amount equal to the Prepayment Percentage of the principal amount of the Tranche C Loans so repaid and that (v) any such partial prepayment that is a prepayment of the Term Loans of any Tranche shall be applied to first to reduce the next four remaining installments of the such outstanding principal amount of the Term Loans under of such Tranche in the applicable Term Loan Facility as directed by order of their maturity and then to reduce the U.S. Borrowerremaining installments thereof ratably. Upon the giving of any such notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing)prepayment.

Term Loans. Any The Borrower may, upon at least (i) three Business Days’ prior notice to the Administrative Agent not later than for any such Loan that is a LIBO Rate Dollar Loan, (xii) 1:00 p.m. (London time) in four Business Days’ prior notice to the case of Loans denominated in Euro, Sterling or Yen Administrative Agent for any such Loan that is a LIBO Rate Euro Loan or (yiii) 11:00 a.m. one Business Day’s prior notice to the Administrative Agent for any such Loan that is a Base Rate Loan, which notice shall be a Notice of Optional Prepayment and shall be given prior to 12:00 noon (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) on the date required and state the proposed date and aggregate principal amount of the prepayment, in prepay the case outstanding principal amount of any prepayment a Tranche of Base Rate the Term Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, in the Applicable Currency, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA LIBO Rate Loan is made by a the Borrower other than on the last day of an Interest Period for such Loan, such the Borrower shall also pay any amounts owing pursuant to Section 2.14(e); and, provided, further, that (i) each partial prepayment shall be in an aggregate principal amount not less than the Minimum Currency Threshold equal to (A) if a Dollar Loan, $1,000,000 or an integral multiple in excess thereof or (B) if a Euro Loan, €1,000,000 or an integral multiple in excess thereof and that (ii) any such partial prepayment shall be applied to reduce ratably the remaining installments of the such outstanding principal amount of the respective Tranche of Term Loans under the applicable Term Loan Facility as directed specified by the U.S. BorrowerBorrower to be so repaid on a pro rata basis. Upon Any Notice of Optional Prepayment shall be irrevocable and, upon the giving of any notice such Notice of prepaymentOptional Prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing)prepayment.

Term Loans. Any The Borrower may, upon at least (i) three Business Days' prior notice to the Administrative Agent not later than for any such Loan that is a LIBO Rate Dollar Loan, (xii) 1:00 p.m. (London time) in four Business Days' prior notice to the case of Loans denominated in Euro, Sterling or Yen Administrative Agent for any such Loan that is a LIBO Rate Euro Loan or (yiii) 11:00 a.m. one Business Day's prior notice to the Administrative Agent for any such Loan that is a Base Rate Loan, which notice shall be a Notice of Optional Prepayment and shall be given prior to 12:00 noon (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) on the date required and state the proposed date and aggregate principal amount of the prepayment, in prepay the case outstanding principal amount of any prepayment a Tranche of Base Rate the Term Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, in the Applicable Currency, together with accrued interest to the date of such prepayment on the principal amount prepaid; providedPROVIDED, howeverHOWEVER, that if any prepayment of any Eurocurrency Rate Loan or BA LIBO Rate Loan is made by a the Borrower other than on the last day of an Interest Period for such Loan, such the Borrower shall also pay any amounts owing pursuant to Section 2.14(e); providedand, furtherPROVIDED, FURTHER, that (i) each partial prepayment shall be in an aggregate principal amount not less than the Minimum Currency Threshold equal to (A) if a Dollar Loan, $1,000,000 or an integral multiple in excess thereof or (B) if a Euro Loan, EURO 1,000,000 or an integral multiple in excess thereof and that (ii) any such partial prepayment shall be applied to reduce ratably the remaining installments of the such outstanding principal amount of the respective Tranche of Term Loans under the applicable Term Loan Facility as directed specified by the U.S. BorrowerBorrower to be so repaid on a pro rata basis. Upon Any Notice of Optional Prepayment shall be irrevocable and, upon the giving of any notice such Notice of prepaymentOptional Prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing)prepayment.

Term Loans. Any Borrower mayUnless the Agency has paid the Advance in full on the Advance Maturity Date, upon prior notice then, provided that the conditions precedent set forth in Section 3.04(b) hereof shall have been fulfilled, the unpaid principal amount of such Advance shall be converted into, and the Bank shall be deemed to have extended to the Agent not later than Agency, a term loan (xeach, a “Term Loan”), and such unpaid Advance shall be deemed paid. Each Term Loan shall mature and be payable by the Agency on the Term Loan Maturity Date therefor. The Agency shall pay the principal amount of each Term Loan in twenty (20) 1:00 p.m. equal quarterly installments in arrears over the term of the applicable Term Loan to be made on each Quarterly Payment Date commencing with the first Quarterly Payment Date to occur at least the three (London time3) months after the date on which such Term Loan was extended and continuing until paid in full on or prior to the case Term Loan Maturity Date for such Term Loan. Subject to Section 2.02(g) hereof, interest shall accrue on the unpaid principal amount of Loans denominated in Euroeach Term Loan from the date upon which such Term Loan is made to and including the Term Loan Maturity Date at the Term Loan Rate. Interest on each Term Loan shall be payable by the Agency, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days on or prior to the date applicable Term Loan Maturity Date for such Term Loan, monthly in arrears on the first Business Day of prepaymenteach month and on the Term Loan Maturity Date, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) upon each date of prepayment of such Term Loan. In the event that the principal of, and interest on, any outstanding Term Loan is not paid when due, the Agency shall pay interest on the date principal amount of prepayment, in the case of any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any such Term Loan Facility in and the currency in which such amount of the unpaid interest, if any, on demand, at the Default Rate. Interest shall be calculated on the basis of a year consisting of 365 days and actual days elapsed. The Agency may prepay each Term Loans are denominatedLoan, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; providedat any time, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing)2.02(e) below.

Term Loans. Any The U.S. Borrower may, upon prior notice to the Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) on at least one Business Day prior to the date of prepayment, in the case of any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominatedDollars, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a the U.S. Borrower other than on the last day of an Interest Period for such Loan, such the U.S. Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. In connection with any optional prepayments of Term Loans by the U.S. Borrower, any voluntary prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the U.S. Borrower pursuant to Section 214(e). Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing).

Term Loans. Any (f) The Borrower mayshall notify the Administrative Agent (and, upon prior notice to in the Agent not later than case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (xconfirmed by telecopy) 1:00 p.m. of any prepayment hereunder (London timei) in the case of Loans denominated in Europrepayment of any Borrowing (other than a Swingline Loan or an optional prepayment of an ABR Borrowing), Sterling or Yen or (y) not later than 11:00 a.m. (a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of Loans denominated an optional prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in any other currencythe case of prepayment of a Swingline Loan, in each case (i) at least three Business Days prior to not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) on the date of prepayment, any Borrowing shall be in an amount that would be permitted in the case of any prepayment an advance of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments Borrowing of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility same Type as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing).provided in

Term Loans. Any The Borrower may, upon prior notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loan tranche in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time1) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the any date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Term SOFR Rate Loans and (ii2) on the date of prepaymentprepayment of Base Rate Loans and Daily Simple SOFR Rate Loans; (B) any such prepayment of Term SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of Daily Simple SOFR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the case of entire principal amount thereof then outstanding); and (D) any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the Term Loans under entire principal amount thereof then outstanding). Each such notice shall specify the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving date and amount of any notice of such prepayment, the principal amount tranche of the Term Terms Loans specified therein to be prepaid and the Type(s) of Term Loans to be prepaid. 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 Borrower, the Borrower shall become make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein for therein. Any prepayment of a Term SOFR 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 (except that any notice shall be applied to the applicable tranche of prepayment in connection with the refinancing of all or any portion Term Loans of the Facilities may be contingent upon the consummation of such refinancingLenders in accordance with their respective Applicable Percentages. (b).

Term Loans. Any Borrower The Borrowers may, upon prior notice delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay a Term Loan in whole or in part without premium or penalty; provided that such notice must be in a form acceptable to the Administrative Agent and (A) such notice must be received by the Administrative Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time1) in the case of Loans denominated in any other currency, in each case three (i3) at least three Business Days prior to the any date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii2) on the date of prepaymentprepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof (or, in if less, the case of entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth Loans shall be in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the a principal amount prepaidof $1,000,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); provided, however, that if and (D) any prepayment of any Eurocurrency Rate a Term Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce such Term Loan selected by the applicable Borrower and to the remaining installments principal amortization payments of each such Term Loan in inverse order of maturity. Each such notice shall specify the outstanding principal date and amount of such prepayment and the Term Type(s) of Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 Company shall become make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein for 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 (except that any notice of prepayment shall be applied to the applicable Term Loan in connection accordance with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing)each Lender’s respective Applicable Percentage.

Term Loans. Any The Borrower may, upon prior notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loan tranche in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time1) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the any date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Eurodollar Rate Loans and (ii2) on the date of prepaymentprepayment of Base Rate Loans and LIBOR Daily Floating Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of LIBOR Daily Exhibit A to First Amendment Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the case of entire principal amount thereof then outstanding); and (D) any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the Term Loans under entire principal amount thereof then outstanding). Each such notice shall specify the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving date and amount of any notice of such prepayment, the principal amount tranche of the Term Terms Loans specified therein to be prepaid and the Type(s) of Term Loans to be prepaid. 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 Borrower, the Borrower shall become make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein for therein. Any prepayment of a Eurodollar 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 (except that any notice shall be applied to the applicable tranche of prepayment in connection with the refinancing of all or any portion Term Loans of the Facilities may be contingent upon the consummation of such refinancing)Lenders in accordance with their respective Applicable Percentages.

Term Loans. Any (i) The U.S. Borrower may, upon prior notice to the Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) on at least one Business Day prior to the date of prepayment, in the case of any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominatedDollars, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a the U.S. Borrower other than on the last day of an Interest Period for such Loan, such the U.S. Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. In connection with any optional prepayments of Term Loans by the U.S. Borrower, any voluntary prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the U.S. Borrower pursuant to Section 2142.14(e). Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities FacilitiesObligations may be contingent upon the consummation of such refinancing). Notwithstanding the foregoing, no prepayments of any Term Loan shall be permitted at any time any Senior Tranche Obligation is outstanding.

Term Loans. Any The Borrower may, upon prior notice to the Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 than11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case thecase of any prepayment of Eurocurrency Rate Loans or BA Rate Term SOFR Term Loans and (ii) on the date of prepaymentofprepayment, in the case of any prepayment of Base Rate Term Loans, prepay without premium or penalty orpenalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominatedFacility, in whole or wholeor in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; providedprepaid;provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate RateTerm SOFR Term Loan is made by a bythe Borrower other than on the last day of an Interest Period for such Term Loan, such Borrower shall also pay alsopay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be shallbe in an aggregate amount not less than (x) $2,000,000, in the Minimum Currency Threshold case of Base Rate Term Loans and (y)$5,000,000, in the case of Eurocurrency RateTerm SOFR Term Loans and that any such partial prepayment partialprepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the ofthe Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of givingof any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall prepaidshall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing).notice-57-

Term Loans. Any Borrower may, upon prior notice to the Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Loans and (ii) on the date of prepayment, in the case of any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Facilities may be contingent upon the consummation of such refinancing).. (c)