Early Payment Fee. If any payments made under this Section 2.5 would result in the reduction of any CP or Eurodollar Borrowing before the last day of its Interest Period, in order to avoid the need to pay an Early Payment Fee under Section 2.8(b), so long as no Event of Default then exists, the Borrower may direct the Agent to invest the funds required to be applied to make such payment in Permitted Investments, through an investment account in the Agent's name and sole control, and apply the proceeds of such investments to repay CP or Eurodollar Borrowings on the last day of the Interest Period applicable thereto. Interest shall continue to accrue on such CP or Eurodollar Borrowings until payments are applied to reduce such Borrowings.
Early Payment Fee. Each prepayment of Term Loans pursuant to Section 2.9(a), each prepayment of Term Loans pursuant to Section 2.9(b), and each repayment of, or distribution in respect of, Term Loans after acceleration thereof pursuant to Section 7.2 or such amount otherwise becoming or being declared immediately due and payable pursuant to the terms hereof (each such prepayment, repayment, distribution, amount becoming or being declared immediately due and payable, an “Early Payment Fee Event”), in each case shall be accompanied by, and there shall become due and payable automatically upon any such Early Payment Fee Event, a fee (the “Early Payment Fee”) payable in cash on the principal amount so prepaid or on the principal amount that has become or is declared to be immediately due and payable pursuant to Section 7.2 or otherwise, or in respect of which such claim in any Insolvency Proceeding has arisen, or otherwise constituting Called Principal, as applicable, in an amount equal to (x) in the case of a prepayment during the Limited Call Period (other than from the Net Cash Proceeds of a Permitted Divestiture (other than of the Designated Divestiture Business Unit) consummated prior to the first anniversary of the Closing Date), or an amount of Term Loans becoming due and payable pursuant to Section 7.2 or otherwise, in each such case during the Limited Call Period, the Make Whole Amount, and (y) in the case of a prepayment of the Term Loans from the Net Cash Proceeds of a Permitted Divestiture (other than of the Designated Divestiture Business Unit) consummated prior to the first anniversary of the Closing Date, 10.0% of the amount of such prepayment, and (z) in the case of a prepayment after the Limited Call Period or an amount of Term Loans becoming due and payable pursuant to Section 7.2 or otherwise, in each such case after the Limited Call Period, the Applicable Term Loan Percentage.
