Common use of Prepayments Clause in Contracts

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5); provided that (i) such notice must be received by the Applicable Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment, and the Type(s) of Loans to be prepaid. The Applicable Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereof, and of the amount of such Lender’s Pro Rata Share of such prepayment of such Committed Loans. If such notice is given by a Borrower, such 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 Term Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. (i) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Canadian Sub-Agent, and the Tranche C Borrower TFA may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans (other than Bankers’ Acceptances, Drafts and BA Equivalent Notes) or Money Market Loans made to it bearing interest at the Base Rate in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Agent not later than (x) in the case of Tranche A Loans, 12:00 noon 10:00 a.m. (Central Pacific time), (A) two Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in US Dollars, (B) three Business Days (or four, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans or Money Market Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 9:00 a.m. (Central Pacific time) (A) two Business Days prior to the date of any date of prepayment of Term Eurocurrency Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 9:00 a.m. (Central Pacific time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereof. Except as provided in the preceding sentence, a Borrower may not prepay all or any portion of the principal amount of any Money Market Loan made to it prior to the last day of the Interest Period therefor. Each such notice shall specify the date and amount of such prepayment, whether the Loans to be prepaid are Committed Loans or Money Market Loans, and the Type(s) of Loans to be prepaid. The Applicable Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofthereof with respect to Committed Loans, and of the amount of such Lender’s Pro Rata Share of such prepayment of such Committed Loans. If such The Administrative Agent will promptly notify each Lender that has made a Money Market Loan that is to be prepaid of the receipt by the Administrative Agent of each notice is given by a Borrower, such Borrower shall make such prepayment and the payment contents thereof with respect to such Money Market Loan and the contents thereof and of the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. (i) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.Money Market

Prepayments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time time, voluntarily prepay Committed Revolving Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative CurrenciesDollars, (CB) two four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of SXXXX Loans, Eurocurrency Rate Loans denominated in Alternative Currencies and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Revolving Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 $1,000,000 or a whole multiple of CDN$500,000 $100,000 in excess thereof, (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount the Dollar Equivalent of which is $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Revolving Loans shall be in a principal amount of A$5,000,000 $1,000,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (including, in the event such prepayment is of a Revolving Loan denominated in an Alternative Currency, each Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such Committed Loanspayment). If such notice is given by a the Borrower, such the 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to made ratably among the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Sharesthe Applicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any The Borrower may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Negotiated Rate Loans in whole or in part without premium or penalty (unless the Borrower and the applicable Lender have otherwise agreed, in which case such Loan may be prepaid in accordance with such agreement); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. on the requested date of prepayment of such Negotiated Rate Loans; (ii) the Lender or Lenders making the Negotiated Rate Loan have consented to such prepayment; and (iii) unless agreed to by the applicable Lender and the Administrative Agent (such consent not to be unreasonably withheld), any prepayment of Negotiated 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 entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. 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 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 Negotiated Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts as may be agreed to by the Borrower and the Lender or Lenders making such Negotiated Rate Loan. (d) If the Administrative Agent notifies the Borrowers Borrower at any time that (i) the aggregate Total Revolving Outstandings at such time exceed an amount equal to 105% of a Lender’s Tranche A Loansthe Aggregate Revolving Commitments then in effect, Tranche B (ii) the L/C Obligations at any time exceed the Letter of Credit Sublimit then in effect, (iii) the Swing Line Loans and Tranche C outstanding at any time exceed the Swing Line Sublimit then in effect; (iv) the Negotiated Rate Loans plus such Lender’s Pro Rata Share of outstanding at any time exceed the Negotiated Rate Sublimit then in effect, or (v) the Outstanding Amount of all Swing Line Loans plus, without duplicationdenominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, the Outstanding Amount of all Swing Line Borrower shall immediately prepay Committed Revolving Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, and/or Cash Collateralize the Borrowers shall prepay Loans L/C Obligations in an aggregate amount sufficient equal to reduce such excess; provided, however, that the aggregate Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(d)(i) unless after the prepayment in full of such Lender’s Tranche A the Committed Revolving Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to and the Negotiated Rate Loans, the Total Revolving Outstandings exceed 100% of such Lender’s Commitment Cap the Aggregate Revolving Commitments then in effect.

Prepayments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Eurodollar Rate Loans and (B) on the date of prepayment of Canadian Prime Base Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Eurodollar Rate Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iviii) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such the 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 Term Eurodollar Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. (b) In the event that the Borrower or any of its Subsidiaries issues or incurs any Debt Securities, the Borrower shall, within three (3) Business Days of the actual receipt of the Net Cash Proceeds from the issuance or incurrence of such Debt Securities, first, make any prepayment required by the Revolving Credit Agreement in an amount equal to fifty percent (50%) of such Net Cash Proceeds, and second, to the extent any such Net Cash Proceeds remain after such prepayment, prepay the Loans. (c) If the Borrower or any of its Subsidiaries sells, transfers, leases or otherwise disposes of the stock, operations or business assets of the Borrower or any of its Subsidiaries (i) that in the aggregate constitute twenty percent (20%) or more of the consolidated assets of the Borrower and its subsidiaries as of December 31, 2011, or (ii) in the case of a sale, transfer, lease or other disposition of the stock, operations or business assets of an Insurance Subsidiary, if the statutory surplus of such Insurance Subsidiary constitutes twenty percent (20%) or more of the consolidated or combined statutory surplus of all Insurance Subsidiaries as of December 31, 2011, then the Borrower shall, within three (3) Business Days of the actual receipt of the Net Cash Proceeds thereof, prepay the Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (d) below); provided, however, that, with respect to any Net Cash Proceeds of such sales, transfers, leases or other dispositions described in this Section 2.03(c), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such sale, transfer, lease or other disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in stock or operating assets comprising the insurance business of the Borrower, contribute as equity, or loan on a subordinated basis to an Insurance Subsidiary, so long as such reinvestment, contribution or loan is made within 180 days of receipt of such Net Cash Proceeds; provided, further, that such Net Cash Proceeds shall be deemed to be reinvested if (x) within 180 days after the receipt of such Net Cash Proceeds, the Borrower or such Subsidiary enters into a binding contract for such reinvestment and (y) the reinvestment contemplated by such contract is closed within 90 days thereafter (as certified by the Borrower in writing to the Administrative Agent). Each such Any Net Cash Proceeds of any sale, transfer, lease or other disposition described in this Section 2.03(c) and not reinvested, contributed or loaned as permitted pursuant to this Section 2.03(c) shall be immediately applied to the prepayment of Committed the Loans. Notwithstanding the foregoing, any sale, transfer, lease or other disposition by any Insurance Subsidiary, where such Net Cash Proceeds thereof are retained by such Insurance Subsidiary, shall not be deemed to be a sale, transfer, lease or other disposition for purposes of this Section 2.03(c). (d) Subject to Section 2.12, each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03 shall be applied ratably to the Committed principal installments due on the Loans of pursuant to Section 2.05 and shall be paid to the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (i) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Canadian Sub-Agent, and the Tranche C Borrower TFA may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it bearing interest at the Base Rate in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in US Dollars, (B) three Business Days (or four, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Eurocurrency Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment, and the Type(s) of Loans to be prepaid. The Applicable Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereof, and of the amount of such Lender’s Pro Rata Share of such prepayment of such Committed Loans. If such notice is given by a Borrower, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. (i) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A TLG at any time exceed US$333,300,000500,000,000, TFA TLG shall immediately prepay Loans in an aggregate amount equal to such excess, excess (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower TFA at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower TFA shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment Canada or (y) not later than 8:00 p.m. 10:00 a.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in AustraliaAustralia on the date of the prepayment, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Canadian Sub-Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it bearing interest at the Base Rate in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in US Dollars, (B) three Business Days (or four, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Eurocurrency Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment, and the Type(s) of Loans to be prepaid. The Applicable Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereof, and of the amount of such Lender’s Pro Rata Share of such prepayment of such Committed Loans. If such notice is given by a Borrower, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. (i) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TLG at any time exceed US$500,000,000, TLG shall immediately prepay Loans in an aggregate amount equal to such excess (v) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (vvi) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vivii) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it under the Revolving Credit Facility or either Term Loan Facility in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative CurrenciesDollars, (CB) two four Business Days (or five, in the case of prepayment of Revolving Loans denominated in Special Notice Currencies) prior to any date of prepayment of SXXXX LoansEurocurrency Rate Revolving Loans denominated in Alternative Currencies, and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $3,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Revolving Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $2,000,000 or a whole multiple of CDN$500,000 $500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans under any such credit facility shall be in a principal amount of A$5,000,000 $3,000,000 or a whole multiple of A$500,000 $1,000,000 in excess thereofthereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the credit facility to which the prepayment is to be applied, and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Prepayments of the Term Loans shall be applied pro rata to remaining installments of the scheduled amortization of the applicable Term Loan. The Applicable Administrative Agent will promptly notify each appropriate applicable Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s ratable share of such prepayment (including, in the event such prepayment is of a Revolving Loan denominated in an Alternative Currency, each Alternative Currency Funding Lender’s Alternative Currency Funding Pro Rata Share of such prepayment of such Committed Loanspayment). If such notice is given by a the Borrower, such the 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.54.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate applicable Lenders in accordance with their respective Pro Rata Revolving Shares, Pro Rata Term A Shares or Pro Rata Term B Shares, as applicable. (ib) If for any reason the Total Revolving Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Revolving Credit Commitments then in effect, then the Tranche A Borrowers Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C - BA Obligations in an aggregate amount equal to such excess; provided, (iihowever, that the Borrower shall not be required to Cash Collateralize the L/C - BA Obligations pursuant to this Section 2.06(b) if for any reason unless after the prepayment in full of the Revolving Loans, the Total Revolving Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Revolving Credit Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Revolving Loans plusdenominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay Revolving Loans (or, if necessary, Cash Collateralize Letters of Credit) in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect. (d) In addition to any required payments of principal of the Term Loans and any optional payments of principal of the Term Loans and the Revolving Loans effected under subsection (a) above, the Borrower shall make the following required prepayments, each such payment to be made to the Administrative Agent for the benefit of the applicable Lenders, within the time period specified below: (i) No later than 30 calendar days following the receipt of any Net Cash Proceeds from any Disposition permitted by Section 8.05(e), the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds and the Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds received after the Amendment Date that exceed $25,000,000 (whether in one or a series of related transactions); provided that no mandatory prepayment on account of any such Net Cash Proceeds up to an aggregate amount of $25,000,000 at any time shall be required under this Section 2.06(d)(i) if the Borrower informs the Administrative Agent no later than 30 days following the receipt of such Net Cash Proceeds of its or its Restricted Subsidiary’s good faith intention to apply such Net Cash Proceeds to the acquisition of other assets or property consistent with the Core Business (including by way of merger or investment) within twelve months following the receipt of such Net Cash Proceeds, with the amount of such Net Cash Proceeds unused after such twelve-month period being required to be applied to such prepayment on the last day of such twelve-month period; provided further that, despite the application of this Section 2.06(d)(i) only to Dispositions that are permitted under Section 8.05(e) of this Agreement, nothing in this Section 2.06(d)(i) shall be deemed to permit any Disposition not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of any Disposition that is not permitted under this Agreement. (ii) The Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received after the Amendment Date from each private or public issuance of Indebtedness of the Borrower or any Restricted Subsidiary permitted by Sections 8.03(l) and 8.03(o) (other than Permitted Subordinated Debt and Second Lien Obligations, as applicable, that are refinanced, refunded, renewed or extended as permitted under this Agreement) and 8.03(n) if at the time of issuing such Indebtedness the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d), as applicable) is greater than 3.50 to 1.00. Each prepayment of the Term Loans required to be made pursuant to this Section 2.06(d)(ii) shall be made within ten (10) Business Days of receipt of such Net Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance; provided that despite the application of this Section 2.06(d)(ii) only to issuances of Indebtedness that are permitted under Sections 8.03(l), (n) or (o), nothing in this Section 2.06(d)(ii) shall be deemed to permit any Indebtedness not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the incurrence of Indebtedness that is not permitted under this Agreement. (iii) The Borrower shall make, or shall cause each applicable Restricted Subsidiary to make a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to fifty percent (50%) of the Net Cash Proceeds received after the Amendment Date from any Person other than the Borrower or any Subsidiary of the Borrower from each private or public issuance of Equity Interests of the Borrower or any Restricted Subsidiary if at the time of issuing such Equity Interests the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d), as applicable) is greater than 3.50 to 1.00. Each prepayment of the Term Loans required to be made pursuant to this Section 2.06(d)(iii) will be made within ten (10) Business Days of receipt of such Net Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance. Notwithstanding the application of this Section 2.06(d)(iii) to any issuance of Equity Interests, nothing in this Section 2.06(d)(iii) shall be deemed to permit any issuance of Equity Interests of the Borrower or any Restricted Subsidiary not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the issuance of any such Equity Interest that is not permitted under this Agreement. (iv) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), the Borrower shall make a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to the Required ECF Prepayment Percentage (defined below) of Excess Cash Flow for the fiscal year covered by such financial statements and measured as of the end of each such fiscal year (commencing with the fiscal year of the Borrower ending September 30, 2010); provided that for the fiscal year of the Borrower ending September 30, 2009, the Borrower shall make a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to fifty percent (50%) of Excess Cash Flow that exceeds $5,000,000 for such fiscal year. For purposes of this Section 2.06(d)(iv), the term “Required ECF Prepayment Percentage” means (A) eighty-five percent (85%), provided that such prepayment shall only be required to be made at the eighty-five percent (85%) level to the extent that the amount of Consolidated Senior Secured First Lien Indebtedness, as reduced by giving effect to such prepayment at the eighty-five percent (85%) level, would result in a Consolidated Senior Secured First Lien Leverage Ratio greater than to 3.00 to 1.00, (B) seventy-five percent (75%), provided that such prepayment shall only be required to be made at the seventy-five percent (75%) level to the extent that the amount of Consolidated Senior Secured First Lien Indebtedness, as reduced by giving effect to such prepayment at the seventy-five percent (75%) level, would result in a Consolidated Senior Secured First Lien Leverage Ratio greater than to 2.00 to 1.00 but less than or equal to 3.00 to 1.00, and (C) fifty-percent (50%), provided that such prepayment shall only be required to be made at the fifty-percent (50%) level to the extent that the amount of Consolidated Senior Secured First Lien Indebtedness, as reduced by giving effect to such prepayment at the fifty-percent (50%) level, would result in a Consolidated Senior Secured First Lien Leverage Ratio less than or equal to 2.00 to 1.00.

Prepayments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), p.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such the 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.16, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any The Borrower may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (dc) If the Administrative Agent notifies the Borrowers Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 102% of the Outstanding Amount of all Swing Line Loans plusAggregate Commitments then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; provided, however, that, subject to the provisions of Section 2.15(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 102% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such the Borrower shall irrevocably 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.16, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) If for the Administrative Agent notifies the Borrower at any reason time that the Total Outstandings applicable to the Tranche A Borrowers at any such time exceed an amount equal to 105% of the Aggregate Tranche A Commitments then in effect, then then, within two Business Days after receipt of such notice, the Tranche A Borrowers Borrower shall immediately prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excess, (ii) if for any reason the Total Outstandings applicable Outstanding Amount as of such date of payment to TKG at any time an amount not to exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed 100% of the Aggregate Tranche B Commitments then in effect; provided, TCCI however, that, subject to the provisions of Section 2.15, the Borrower shall immediately prepay not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower . The Administrative Agent may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or and from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by time after the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount initial deposit of such prepayment. If such notice is given by Cash Collateral, request additional Cash Collateral be provided in order to protect against the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinresults of further exchange fluctuations. (d) If the Administrative Agent notifies the Borrowers Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plusand L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect; provided, however, that subject to the provisions of Section 2.15, the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless after prepayment in full of the Loans the Total Outstandings denominated in Alternative Currencies exceed the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request additional Cash Collateral be provided in order to protect against the results of further exchange fluctuations.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay the Committed Loans made to it of such Borrower in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 9:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in U.S. Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian U.S. Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $1,000,000 or a whole multiple of CDN$500,000 $500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.17, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (dc) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of Total Outstandings at any time exceed the Outstanding Amount of all Swing Line Loans plus, without duplicationAggregate Commitments then in effect by an amount greater than $250,000, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Company shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such excess; provided, however, that the aggregate Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of such Lender’s Tranche A Loans, Tranche B the Committed Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to the Total Outstandings exceed 100% of such Lender’s Commitment Cap the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

Prepayments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Eurocurrency Rate Loans shall be in a principal amount of US$50,000,000 $10,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iviii) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $2,000,000 or a whole multiple of A$500,000 $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share share of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such the 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.12, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders ratably in accordance with their respective Pro Rata SharesCommitments. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers Outstanding Amount at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Applicable Administrative Agent not later than 12:00 p.m. (xnoon) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative CurrenciesDollars, (CB) two four Business Days prior to any date of prepayment of SXXXX LoansEurocurrency Rate Loans denominated in Alternative Currencies, and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C shall be in a principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of US$50,000,000 5,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated thereof or, in Canadian Dollars shall be in a each case, if less, the entire principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereofthereof then outstanding; and (ivv) any partial prepayment such notice may be conditioned on the effectiveness of Tranche C Loans shall be in a principal amount of A$5,000,000 other financing arrangements or a whole multiple of A$500,000 in excess thereofone or more other transactions. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.16, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (i) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (db) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A LoansTotal Outstandings, Tranche B Loans and Tranche C Loans plus less Cash Collateral, at such Lender’s Pro Rata Share time exceed an amount equal to 105% of the Outstanding Amount of all Swing Line Loans plusAggregate Commitments then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient at least equal to reduce such excess over the aggregate Aggregate Commitment; provided, however, that, subject to the provisions of such Lender’s Tranche A LoansSection 2.15(a), Tranche B Loans and Tranche the Company shall not be required to Cash Collateralize the L/C Loans plus such Lender’s Pro Rata Share Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Outstanding Amount of all Swing Line Loans to an amount not to the Total Outstandings exceed 100% of such Lender’s Commitment Cap the Aggregate Commitments then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to Agent by the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two 2:00 p.m. (Eastern time) 3 Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in US Dollarsor Cash Collateralization of Bankers’ Acceptances (or BA Equivalent Notes), (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, 10:00 a.m. (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (DEastern time) on the date of prepayment of US Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and US Prime Rate Loans, and (BC) 10:00 a.m. (Eastern time) on the date of prepayment of Canadian Cdn. Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Eurocurrency Rate Loans other than Tranche B Loans denominated or Cash Collateralization Bankers’ Acceptances (or BA Equivalent Notes) shall be in Canadian Dollars a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and other than Tranche C (iii) any prepayment of Base Rate Loans shall be in a principal amount of US$50,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated thereof or, in Canadian Dollars shall be in a each case, if less, the entire principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereofthereof then outstanding. Each such notice shall specify the date and amount of such prepaymentprepayment (or Cash Collateralization with respect to Bankers’ Acceptances and BA Equivalent Notes) and whether such Loans are Eurocurrency Rate Loans, Bankers’ Acceptances (or BA Equivalent Notes) or Base Rate Loans and the Type(s) of whether such Loans to be prepaidare US Dollar Loans or Cdn. Dollar Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Borrower Agent, such Borrower the 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.53.05 with respect to Eurocurrency Rate Loans. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. With respect to Bankers’ Acceptances (and BA Equivalent Notes), the amount of such prepayment shall be held as Cash Collateral to be applied against the liability of the applicable Lender upon the maturity of such Bankers’ Acceptance or BA Equivalent Note being so prepaid. (ib) If for Notwithstanding anything herein to the contrary, if an Overadvance exists as a result of currency fluctuations of Loans and Letters of Credit denominated in Cdn. Dollars, Borrowers shall, on the sooner of Administrative Agent’s demand or the first Business Day after any reason Borrower has actual knowledge thereof, repay the outstanding Cdn. Dollar Loans and/or Cash Collateralize outstanding L/C Obligations with respect to Cdn. Dollar Letters of Credit, in an amount such that after giving effect to such repayment of Cdn. Dollar Loans or Cash Collateralization of L/C Obligations with respect to Cdn. Dollar Letters of Credit, Total Outstandings applicable to the Tranche A Borrowers at any time do not exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excessCommitments. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers Each Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Incremental Term Loans made to it and Revolving Credit Loans in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative CurrenciesDollars, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (DB) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2Loans, and (yC) four Business Days (or five, in the case of Tranche B Loans, 11:00 a.m. (Central timeprepayment of Loans denominated in Special Notice Currencies) (A) two Business Days prior to the date of any date of prepayment of Term Eurocurrency Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) denominated in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loansan Alternative Currency; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Eurocurrency Rate Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iviii) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, and the Type(s) of Loans to be prepaid, the currency in which such Loan(s) to be prepaid is(are) denominated and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such Committed Loansthe relevant Facility). If such notice is given by a Borrower, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each prepayment of the outstanding Incremental Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Incremental Term Facility and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ib) If for any reason the Total Outstandings The applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (iA) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (iiB) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility then in effect, the applicable Borrower shall immediately upon notice from the Administrative Agent prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (d) If the Administrative Agent notifies the Borrowers at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plusdenominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-AgentLender, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Agent Lender not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in US Dollars, (B) three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX LoansCurrencies , and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; , and (iv) any partial prepayment of Tranche C Prime Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid. The Applicable Agent will promptly notify each appropriate Lender of its receipt of each such notice and , the contents thereof, and of the amount Interest Period(s) of such Lender’s Pro Rata Share of such prepayment of such Committed Loans. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares3.05. (ib) If for the Lender notifies the Company at any reason time that the Total Outstandings applicable to the Tranche A Borrowers at any such time exceed an amount equal to 105% of the Aggregate Tranche A Commitments Commitment then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excessthen, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s the Commitment Cap then in effect; provided, however, that, subject to the provisions of Section 2.03(f)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the amount of the Commitment. The Lender may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans made to it and Revolving Credit Loans in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the Committed Loans principal repayment installments thereof on a pro rata basis, and each prepayment of the appropriate Loans shall be paid to the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (dc) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate Total Revolving Credit Outstandings at such time exceed an amount equal to 100% (or, in the case of a Lender’s Tranche A Loansany such excess determined by the Administrative Agent to have resulted solely from foreign currency fluctuations, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share 102%) of the Outstanding Amount of all Swing Line Loans plusRevolving Credit Facility then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of the Revolving Credit Facility; provided, however, that, subject to the provisions of Section 2.03(g)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility. The Administrative Agent may, at any time and from time to time after the initial deposit of such Lender’s Commitment Cap then Cash Collateral, request that additional Cash Collateral be provided in effectorder to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans denominated in Alternative Currencies at such time exceeds an amount equal to 102% of the Alternative Currency Sublimit, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans denominated in Alternative Currencies in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice delivery of a Notice of Loan Prepayment to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5subject to the last sentence hereof); provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two three (3) Business Days prior to any date of prepayment of Term BSBY Rate Loans denominated in US DollarsLoans, (B) three four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Currency Loans, and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C BSBY Rate Loans shall be in a principal amount of US$50,000,000 $2,500,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof; (iii) any partial prepayment of Tranche B Alternative Currency Loans denominated in Canadian Dollars shall be in a minimum principal amount of CDN$5,000,000 the Dollar Equivalent of $2,500,000 or a whole multiple of CDN$500,000 the Dollar Equivalent of $500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereof, and Each prepayment of the amount of such Lender’s Pro Rata Share of such prepayment of such Committed Loans. If such notice is given by a Borrower, such 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 outstanding Term Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required Loans pursuant to this Section 3.5. Each such prepayment of Committed Loans 2.4 shall be applied to the Committed Loans principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the appropriate Lenders in accordance with their respective Pro Rata SharesShares in respect of each of the relevant Facilities. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) If the Administrative Agent notifies the Borrowers that the aggregate Any prepayment of a Lender’s Tranche A LoansBSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, Tranche B together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans and Tranche C Loans plus such Lender’s by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share Share) of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A outstanding Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice from the Borrower to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative CurrenciesDollars, (CB) two four Business Days prior to any date of prepayment of SXXXX LoansEurocurrency Rate Loans denominated in Alternative Currencies, and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at or in each case, such later time as the Base Rate pursuant to Section 3.2, (y) Administrative Agent may agree in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loansits reasonable discretion; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that such notice may be conditioned on the occurrence or non-occurrence of any event; provided further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to make such prepayment. Any prepayment of a Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.18, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any The Borrower may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not such later than 8:00 p.m. (Sydney time) on time as the immediately preceding Business Day prior to the date of the prepayment, in the case of any applicable Swing Line Loans to be funded Lender and the Administrative Agent may agree in Australiatheir reasonable discretion, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided, that such notice may be conditioned on the occurrence or non-occurrence of any event. (c) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(a)(ii), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrowers Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plusdenominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay Loans in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:30 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative CurrenciesDollars, (CB) two four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of SXXXX Loans, Eurocurrency Rate Loans denominated in Alternative Currencies and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Swingline Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Eurocurrency Rate Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iviii) any partial prepayment of Tranche C Base Rate Loans or Swingline Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, whether such prepayment is of Revolving Credit (US) Loans, Revolving Credit (UK) Loans, Term Loans or Swingline Loans and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Commitment Percentage in respect of such Committed Loansthe relevant Facility). If such notice is given by a Borrowerthe Company, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment of Loans in whole in connection with a refinancing of all Obligations hereunder may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied, in which case such prepayment and payment shall not be due and payable. Any prepayment of a Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed the outstanding Term Loans pursuant to this Section 2.3(a) shall be applied to the Committed principal repayment installments thereof as directed by the Company (excluding the final payment due at maturity). Subject to Section 2.12, each such prepayment of Revolving Credit (US) Loans, Revolving Credit (UK) Loans of and Term Loans shall be paid to the appropriate Lenders in accordance with their respective Pro Rata SharesCommitment Percentage in respect of each of the relevant Facilities. Notwithstanding the foregoing, Swingline Borrowings may be prepaid pursuant to terms otherwise set forth in any applicable Treasury Management Agreement without giving effect to any minimum amounts or notice requirement set forth herein. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Total Outstanding Revolving Credit (US) Amount exceeds the Aggregate Tranche A Revolving Credit (US) Commitments then in effect, then the Tranche A Borrowers Company shall immediately prepay Revolving Credit (US) Loans and Swingline Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG . If at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, Outstanding Revolving Credit (ivUK) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed Amount exceeds the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and Revolving Credit (viUK) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C UK Borrower shall immediately prepay Revolving Credit (UK) Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurodollar Rate Committed Loans denominated in Alternative CurrenciesDollars, (CB) two three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of SXXXX LoansEurodollar Rate Committed Loans denominated in Alternative Currencies, and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurodollar Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurodollar Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $1,000,000 or a whole multiple of CDN$500,000 $500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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 Term Eurodollar Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.19, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason No Bid Loan may be prepaid without the Total Outstandings prior consent of the applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excessBid Loan Lender. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If for any reason the Administrative Agent notifies Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the aggregate Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(d) unless after the prepayment in full of a Lender’s Tranche A Loans, Tranche B the Committed Loans and Tranche C Swing Line Loans plus such Lender’s Pro Rata Share of the Total Outstandings exceed the Aggregate Commitments then in effect. (e) If for any reason the Outstanding Amount of all Swing Line Loans plus, without duplication, denominated in Alternative Currencies at such time exceeds the Outstanding Amount of all Swing Line Loans made Alternative Currency Sublimit then in effect by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such noticemore than $5,000,000, the Borrowers shall immediately prepay Loans in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect, provided that such mandatory prepayment of any Loans denominated in Alternative Currencies may be delayed until the last day of the Interest Period applicable to such Loans if the Borrowers shall deposit or cause to be deposited, on the day prepayment would have otherwise been required, in a cash collateral account opened by the Administrative Agent, an amount equal to the aggregate principal amount of such delayed mandatory prepayment of Loans denominated in Alternative Currencies and any accrued but unpaid interest thereon; provided further, that any amounts still outstanding following application of such cash collateral shall be immediately due and payable by the Borrowers on the last day of such Interest Period.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon at least one Business Day’s notice to the Australian Sub-Agent, prepay any Group of Base Rate Loans or, subject to Section 2.12, upon at least three Business Days’ notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case, in whole at any time time, or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium in amounts aggregating $5,000,000 or penalty any larger multiple of $5,000,000, as the case may be, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. (other than as provided b) Within three Business Days after any Net Cash Proceeds are received by or on behalf of NNC, the Borrower or any Restricted Subsidiary in Section 3.5); provided that respect of any Prepayment Event, the Borrower shall ratably prepay the Loans in an aggregate principal amount equal to such Net Cash Proceeds in accordance with subsection (e) below. (c) The Borrower shall notify the Agent of any prepayment pursuant to subsection (b) above of any Borrowing hereunder (i) such notice must be received by the Applicable Agent not later than (x) in the case of Tranche A Base Rate Loans, 12:00 noon not later than 1:00 p.m. (Central New York time), (A) two one Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on Day before the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, and (yii) in the case of Tranche B Euro-Dollar Loans, 11:00 a.m. not later than 1:00 p.m. (Central New York time) (A) two ), three Business Days prior to before the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereofprepayment. Each such notice shall specify the date and prepayment date, the principal amount of such prepayment, and the Type(s) of Loans to be prepaid. The Applicable Agent will promptly notify each appropriate Lender of its receipt of each such notice prepaid and the contents thereof, and a reasonably detailed calculation of the amount of such prepayment. (d) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the Agent shall promptly notify each Lender of the contents thereof and of such Lender’s Pro Rata Share ratable share of such prepayment of such Committed Loans. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall not thereafter be due and payable on revocable by the date specified therein. Any Borrower; provided, that any notice of a prepayment of all then outstanding Loans may be conditioned upon the consummation of a Term Rate Loan contemplated issuance or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment incurrence of Committed Loans shall be applied to Funded Debt or Qualified Capital Stock or the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. (i) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case consummation of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case Specified Asset Sale or transfer of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in CanadaRestricted Assets, in each case, on the date of the prepayment by NNC or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinits Subsidiaries. (de) If Any prepayment pursuant to this Section 2.10 arising from a Prepayment Event of the Administrative Agent notifies type described in clauses (A) or (B) of the Borrowers that definition thereof shall be applied ratably to all Loans in proportion to the aggregate outstanding amount thereof. Any prepayment pursuant to sub- section (b) above relating to a Prepayment Event of a Lender’s the type described in clauses (C) or (D) of the definition thereof shall be applied ratably to all Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $3,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $3,000,000 or a whole multiple of CDN$500,000 $500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 2:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (dc) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A LoansTotal Outstandings at such time exceed the Aggregate Commitments then in effect, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plusthen, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loansdate of payment to an amount not to exceed the Aggregate Commitments then in effect; provided, Tranche B however, that, subject to the provisions of Section 2.03(g)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and Tranche C Loans plus from time to time after the initial deposit of such Lender’s Pro Rata Share Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Swing Line Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-AgentAdministrative Agent pursuant to delivery to Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two three (3) Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in US DollarsDollars or SXXXX Daily Floating Rate Loans, (B) three four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime LIBOR Daily Floating Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Eurocurrency Rate Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C or SXXXX Daily Floating Rate Loans shall be in a principal amount of US$50,000,000 the Dollar Equivalent of $3,000,000 or a whole multiple of US$the Dollar Equivalent of $1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iviii) any partial prepayment of Tranche C Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, amount and amount currency of such prepayment, prepayment and the Type(s) ), Tranche and currency of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrower, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.16, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason (i) the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG L/C Obligations at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments Letter of Credit Sublimit then in effect, TCCI shall immediately prepay or (iii) the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an aggregate amount equal to such excess and (vi) if for any reason 105% of the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments Alternative Currency Sublimit then in effect, the Tranche C Borrower shall immediately prepay Loans (and in an aggregate amount equal to such excess. any event within one (c1) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepaymentor, in the case of any Swing Line the Alternative Currency Sublimit, within five (5) Business Days) prepay the Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify and/or Cash Collateralize the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche L/C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans Obligations in an aggregate amount sufficient to reduce eliminate such deficiency; provided, however, that, subject to the aggregate provisions of such Lender’s Tranche A Section 2.15(a)(iv), Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to Total Outstandings exceed 100% of such Lender’s Commitment Cap the Aggregate Commitments then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Committed Loans denominated in Alternative CurrenciesDollars, (CB) two four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of SXXXX LoansEurocurrency Rate Committed Loans denominated in Alternative Currencies , and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Committed Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Committed Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Committed Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason No Bid Loan may be prepaid without the Total Outstandings prior consent of the applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excessBid Loan Lender. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 105% of the Outstanding Amount difference of all Swing Line Loans plusthe Aggregate Commitments less the Alternative Currency Reserve then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the difference of the Aggregate Commitments less the Alternative Currency Reserve then in effect. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the difference of the Alternative Currency Sublimit less the Alternative Currency Reserve then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the difference of the Alternative Currency Sublimit less the Alternative Currency Reserve then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 8:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$$5,000,000 or a whole multiple of A$500,000 $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage (or other applicable share as provided herein) of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.17, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed an amount equal to 102% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.16(a)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plusdenominated in Alternative Currencies at such time exceeds an amount equal to 102% of the Alternative Currency Sublimit then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two four Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), p.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $500,000 or a whole multiple of CDN$500,000 $500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company (and has not been rescinded or revoked by the Company), such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied as directed by the Borrower and, in the absence of any direction from the Borrower, to the Committed Loans principal repayment installments thereof in the order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany (and has not been rescinded or revoked by the Company), such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (dc) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Revolving Credit Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 103% of the Outstanding Amount of all Swing Line Loans plusRevolving Credit Facility then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two five Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall (or shall cause another Loan Party to) Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100103% of such Lender’s Commitment Cap the Revolving Credit Facility then in effect; provided, however, that, subject to the provisions of Section 2.16, the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed 103% of the Revolving Credit Facility then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the portion of the Total Revolving Credit Outstandings denominated in Alternative Currencies at such time exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within five Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such portion of the Total Revolving Credit Outstandings as of such date of payment to an amount not to exceed 103% of the Alternative Currency Sublimit then in effect; provided, however, that, subject to the provisions of

Prepayments. (ai) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans made to it and Revolving Credit Loans in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (iA) such notice must be received by the Applicable Administrative Agent not later than 8:00 a.m. (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B1) three Business Days prior to any date of prepayment of Term 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, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D3) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and ; (B) on the date of any prepayment of Canadian Prime Eurocurrency Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and other than Tranche C (D) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$50,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated thereof or, in Canadian Dollars shall be in a each case, if less, the entire principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereofthereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate affected Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans an outstanding Term Facility pursuant to this Section 2.05(a) shall be applied to the Committed Loans of principal repayment installments thereof on a pro rata basis, and each such prepayment shall be paid to the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (iii) If for Notwithstanding anything in any reason the Total Outstandings applicable Loan Document to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effectcontrary, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excessso long as (w) no Default or Event of Default has occurred and is continuing, (iix) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG FIL shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy deliver to the Administrative Agent)Agent a certificate stating that (1) no Default or Event of Default has occurred and is continuing or would result from the proposed prepayment described below and (2) each of the conditions set forth in this Section has been satisfied, at (y) none of the Borrowers or any time other Loan Party has any material non-public information with respect to FIL and its Subsidiaries or from time the securities of any of them that has not been disclosed to time, voluntarily prepay the Lenders generally (other than Lenders who elect not to receive such information) and (z) no proceeds of Revolving Credit Loans or Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of are used for this purpose, FIL may prepay any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date portion of the prepayment or outstanding Term Loans (y) not later than 8:00 p.m. (Sydney timeand immediately and permanently cancel them) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.following basis:

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice from the Borrower to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) 1:00 p.m. three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 1:00 p.m. 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) 11:00 a.m. on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $1,000,000 or a whole multiple of A$$500,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any The Borrower may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (dc) If the Administrative Agent notifies the Borrowers Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 105% of the Outstanding Amount of all Swing Line Loans plusAggregate Commitments then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Lender’s Commitment Cap Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or Cash Collateralize L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount of Loans and L/C Obligations denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after the prepayment in full of the Loans, the Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies exceeds the Alternative Currency Sublimit then in effect. (e) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall either (i) cancel and return Letters of Credit or (ii) Cash Collateralize the L/C Obligations, together in an aggregate amount sufficient to reduce such Outstanding Amount of all L/C Obligations as of such date to an amount not to exceed 100% of the Letter of Credit Sublimit then in effect.

Prepayments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such the Borrower shall irrevocably 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Tender. (c) If for the Administrative Agent notifies the Borrower at any reason time that the Total Outstandings applicable to the Tranche A Borrowers at any such time exceed an amount equal to 105% of the Aggregate Tranche A Commitments then in effect, then then, within two Business Days after receipt of such notice, the Tranche A Borrowers Borrower shall immediately prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excess, (ii) if for any reason the Total Outstandings applicable Outstanding Amount as of such date of payment to TKG at any time an amount not to exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed 100% of the Aggregate Tranche B Commitments then in effect; provided, TCCI however, that, subject to the provisions of Section 2.03(g)(ii), the Borrower shall immediately prepay not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower . The Administrative Agent may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or and from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by time after the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount initial deposit of such prepayment. If such notice is given by Cash Collateral, request additional Cash Collateral be provided in order to protect against the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinresults of further exchange fluctuations. (d) If the Administrative Agent notifies the Borrowers Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plusand L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect.; provided, however, that subject to the provisions of Section 2.03(g)(ii), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless after prepayment in full of the Loans the Total Outstandings denominated in Alternative Currencies exceed the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request additional Cash Collateral be provided in order to protect against the results of further exchange fluctuations

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent (which notice may be in any form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent)), at any time or from time to time voluntarily prepay Committed Term Loans made to it and/or Revolving Loans in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:30 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in U.S. Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in a Special Notice Currency) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian U.S. Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $500,000 or a whole multiple of CDN$500,000 $100,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage in respect of such prepayment of such Committed Loansthe relevant Facility. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.17 and the repayment in full of any Non-Extending Lender pursuant to Section 2.18(f), each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this clause (a) shall be applied to the principal repayment installments thereof in inverse order of maturity. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent) (which notice may be in any form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent)), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (iA) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. 1:00 p.m. (London Eastern time) , in the case of any U.S. Swing Line Loans to be funded in EuropeLoans, 12:00 noon (Central or London time) , in the case of any Global Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney timeLoans) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (iiB) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$500,000 (or, as applicable, the Alternative Currency Equivalent thereof) or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason (other than due to changes in currency exchange rates) the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrowers shall immediately prepay Revolving Loans, Swing Line Loans and L/C Borrowings and/or the Company shall, subject to Section 2.16(d), Cash Collateralize L/C Obligations in an aggregate amount equal to such excess, and such prepayments of Loans shall be applied first, to the Swing Line Loans, and second, ratably to the outstanding Loans having such Interest Periods as the Company may specify or, if not so specified by the Company, as determined by the Administrative Agent; provided that the Company shall not be required to Cash Collateralize L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment in full of the Loans the Total Revolving Outstandings exceed the Revolving Facility then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the actual (and not anticipated) results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrowers that Company at any time that, due to actual (and not anticipated) currency fluctuations affecting outstanding Loans or Letters of Credit denominated in any Alternative Currencies, the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Revolving Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 105% of the Outstanding Amount of all Swing Line Loans plusRevolving Facility at such time, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two three (3) Business Days after receipt of such notice, the Borrowers shall prepay Revolving Loans, Swing Line Loans and L/C Borrowings and/or the Company shall, subject to Section 2.16(d), Cash Collateralize L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Revolving Facility then in effect; provided that the Company shall not be required to Cash Collateralize L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Loans the Total Revolving Outstandings exceed the Revolving Facility then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further actual exchange rate fluctuations. All prepayments under this clause (d) shall be applied to outstanding Loans having such Interest Periods as the Company may specify or, if not so specified by the Company, as determined by the Administrative Agent. With respect to clauses (c) and (d) of this Section, (x) within the parameters of the applications set forth therein, prepayments under either such clause shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities and (y) all prepayments under such clauses shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Prepayments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it under the Revolving Credit Facility or either Term Loan Facility in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative CurrenciesDollars, (CB) two four Business Days (or five, in the case of prepayment of Revolving Loans denominated in Special Notice Currencies) prior to any date of prepayment of SXXXX LoansEurocurrency Rate Revolving Loans denominated in Alternative Currencies, and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Revolving Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $2,000,000 or a whole multiple of CDN$500,000 $500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans under any such credit facility shall be in a principal amount of A$$5,000,000 or a whole multiple of A$500,000 $1,000,000 in excess thereofthereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the credit facility to which the prepayment is to be applied, and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Prepayments of the Term Loans shall be applied pro rata to remaining installments of the scheduled amortization of the applicable Term Loan. The Applicable Administrative Agent will promptly notify each appropriate applicable Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share ratable share of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such the 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.54.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate applicable Lenders in accordance with their respective Pro Rata Revolving Shares, Pro Rata Term A Shares or Pro Rata Term B Shares, as applicable. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any The Borrower may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C—BA Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C—BA Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. (d) If the Administrative Agent notifies the Borrowers Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Revolving Loans plusdenominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay Revolving Loans (or, if necessary, Cash Collateralize Letters of Credit) in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect. (e) In addition to any required payments of principal of the Term Loans and any optional payments of principal of the Term Loans and the Revolving Loans effected under subsection (a) above, no later than 30 calendar days following the receipt of any Net Cash Proceeds from any Disposition permitted by Section 8.05(e), the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds and the Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds in excess of $25,000,000 in any fiscal year; provided that no mandatory prepayment on account of such Net Cash Proceeds shall be required under this Section 2.06(e) if the Borrower informs the Administrative Agent no later than 30 days following the receipt of such Net Cash Proceeds of its or its Restricted Subsidiary’s good faith intention to apply such Net Cash Proceeds to the acquisition of other assets or property consistent with the Core Business (including by way of merger or investment) within eighteen months following the receipt of such Net Cash Proceeds, with the amount of such Net Cash Proceeds unused after such eighteen-month period being required to applied to such prepayment on the last day of such eighteen-month period. Each prepayment of the Term Loans required under this Section 2.06(e) shall be applied to the Term Loan A and the Term Loan B on a pro rata basis in accordance with the Outstanding Amounts thereof at such time, and within each such Term Loan Facility pro rata across remaining installments of the scheduled amortization of such Term Loan Facility (including the scheduled payment of all remaining Outstanding Amounts of the applicable Term Loan on the Term Loan Maturity Date); provided that any Term Loan B Lender may reject any such mandatory prepayment in whole, with the aggregate amount of all such rejections by Term Loan B Lenders applied to Outstanding Amounts of the Term Loan A pro rata across remaining installments of the Term Loan A Facility, with any excess amount from all such rejections (in the event all such rejections are more than the aggregate Outstanding Amount of the Term Loan A at such time) to be applied to the Outstanding Amount of the Term Loan B pro rata among the rejecting Term Loan B Lenders and pro rata across remaining installments of the Term Loan B Facility. (f) Any prepayment of a Eurocurrency Rate Loan under this Section 2.06 shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each prepayment under this Section 2.06 shall be applied to the Loans of the applicable Lenders in accordance with their Pro Rata Term A Shares, Pro Rata Term B Shares or Pro Rata Revolving Shares, as applicable.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to Agent by the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent (x) with respect to US Borrower Loans not later than 8:00 a.m. (xPacific time) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Eurocurrency Rate Loans and (B) on the date of prepayment of Canadian Prime US Base Rate Loans or and US Swingline Loans and (zy) in the case of Tranche C Loans, with respect to European Borrower Loans not later than 11:00 a.m. (Central London time) (A) three Business Days prior to the date of any date of prepayment of Tranche C Eurocurrency Rate Loans and (B) on the date of prepayment of any other European Borrower Loans, including, without limitation, Eurocurrency Base Rate Loans, European Swingline Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Eurocurrency Rate Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; and (iii) any partial prepayment of Tranche B Base Rate Loans denominated in Canadian Dollars (including applicable Swingline Loans) shall be in a principal amount of CDN$5,000,000 $500,000 or a whole multiple of CDN$500,000 $100,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be thereof or, in a each case, if less, the entire principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereofthereof then outstanding. Each such notice shall specify the date and amount of such prepaymentprepayment and whether such Loans are Eurocurrency Rate Loans or Swingline Loans and in the case of European Borrower Loans, and the Type(s) of whether such Loans to be prepaidare Dollar Denominated Loans or Euro Denominated Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Borrower Agent, such Borrower the 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. (i) If for any reason Disposition includes the disposition of Borrowing Base Collateral constituting US Collateral, then the Net Proceeds of such Borrowing Base Collateral shall be applied ratably first to the US Borrower Loans and second to the European Borrower Loans. Notwithstanding anything herein to the contrary, if an Overadvance exists (other than one that is cured with an Overadvance Loan pursuant to Section 2.01(b)), the US Borrowers shall, on the sooner of Administrative Agent’s demand or the first Business Day after any US Borrower has knowledge thereof repay the outstanding US Borrower Loans and/or Cash Collateralize outstanding L/C Obligations with respect to US Letters of Credit, in an amount such that after giving effect to such repayment of US Borrower Loans or Cash Collateralization of L/C Obligations with respect to US Letters of Credit, Total Outstandings do not exceed the lesser of (A) the Total Borrowing Base and (B) the Aggregate Commitments and US Outstandings do not exceed the lesser of (x) the US Borrowing Base and (y) the Total US Sublimit; provided, however, that the Borrowers shall not be required to Cash Collateralize the outstanding L/C Obligations with respect to US Letters of Credit unless, after the prepayment in full of the US Borrower Loans, the Total Outstandings applicable continue to the Tranche A Borrowers at any time exceed the lesser of the Total Borrowing Base and the Aggregate Tranche A Commitments then in effectand the US Outstandings continue to exceed the lesser of the US Borrowing Base and the Total US Sublimit. (ii) If any Disposition includes the disposition of Borrowing Base Collateral constituting European Collateral, then the Tranche A Net Proceeds of such Borrowing Base Collateral shall be applied to the European Borrower Loans. Notwithstanding anything herein to the contrary, if an Overadvance exists (other than one that is cured with an Overadvance Loan pursuant to Section 2.01(b)), the Borrowers shall, on the sooner of Administrative Agent’s demand or the first Business Day after any Borrower has knowledge thereof repay the outstanding European Borrower Loans and/or Cash Collateralize outstanding L/C Obligations with respect to European Letters of Credit, in an amount such that after giving effect to such repayment of European Borrower Loans or Cash Collateralization of L/C Obligations with respect to European Letters of Credit, Total Outstandings do not exceed the lesser of (A) the Total Borrowing Base and (B) the Aggregate Commitments and European Outstandings do not exceed the lesser of (x) the European Borrowing Base and (y) the Total European Sublimit; provided, however, that the Borrowers shall immediately prepay Loans not be required to Cash Collateralize the outstanding L/C Obligations with respect to European Letters of Credit unless, after the prepayment in an aggregate amount equal to such excessfull of the European Borrower Loans, (ii) if for any reason the Total Outstandings applicable continue to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the lesser of the Total Borrowing Base and the Aggregate Commitments and the European Outstandings applicable continue to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the lesser of the European Borrowing Base and the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excessEuropean Sublimit. (c) Any Borrower mayIf any condition set forth in Section 2.04(b) exists solely as a result of currency fluctuations of Loans and Letters of Credit denominated in Euros, upon notice then the repayments or Cash Collateralizations required pursuant to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that Section 2.04(b) shall only be required if (i) such notice must be received by the applicable Swing Line Agent US Outstandings exceed 105% of the lesser of the US Borrowing Base and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, Total US Sublimit or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment the European Outstandings exceed 105% the lesser of the European Borrowing Base and the Total European Sublimit, as applicable, as then in effect as provided in Section 2.04(b) for more than three consecutive Business Days, at which time the excess of such outstandings over 100% shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall required to be due and payable on the date specified thereineliminated. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such the 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.15, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any The Borrower may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (dc) If the Administrative Agent notifies the Borrowers Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 105% of the Outstanding Amount of all Swing Line Loans plusAggregate Commitments then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.14(a)(ii), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time plus the Outstanding Amount of the L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies at such time exceed an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that, subject to the provisions of Section 2.14(a)(ii), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Loans the Outstanding Amount of the L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

Prepayments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share 's Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such the 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any The Borrower may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (dc) If the Administrative Agent notifies the Borrowers Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 105% of the Outstanding Amount of all Swing Line Loans plusAggregate Commitments then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.16, the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect. (e) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount of L/C Obligations as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Term A-1 Loans, Term A-2 Loans made to it and Revolving Credit Loans in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (xA) 11:00 a.m. on the date of prepayment of Eurodollar RateTerm SOFR Loans, (B) 11:00 a.m. four Business Days (or five, in the case of Tranche A Loans, 12:00 noon (Central time), (Aprepayment of Loans denominated in Special Notice Currencies) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Currency Loans, and (DC) 1:00 p.m. on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C LIBOR Daily Floating RateSOFR Loans; (ii) any partial prepayment of Eurodollar RateTerm SOFR Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C or Alternative Currency Loans shall be in a principal amount of US$50,000,000 the Dollar Equivalent of $5,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment the Dollar Equivalent of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 $100,000 in excess thereof; and (iviii) any partial prepayment of Tranche C Base Rate Loans or LIBOR Daily Floating RateSOFR Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, currency and amount of such prepayment, prepayment and the Type(s) of Loans, the Facility and if applicable, the Tranche, to be prepaid and, if Eurodollar RateTerm SOFR Loans or Alternative ​ Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such Committed Loansthe relevant Facility). If such notice is given by a Borrower, such 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 Term Rate Loan or a Tranche C any Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with with, in the case of any Eurodollar RateTerm SOFR Loan and any Alternative Currency Term Rate Loan, any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.17, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ib) If for any reason the Total Revolving Credit Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effectRevolving Credit Facility at such time, then the Tranche A Borrowers shall immediately prepay the Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, (iihowever, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) if for any reason unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to Revolving Credit Facility at such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excesstime. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Revolving Credit Loans plusand L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two five (5) Business Days after receipt of such notice, the Borrowers shall prepay the Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect.. ​

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-AgentAdministrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such Committed Loansthe relevant Facility). If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.16, each such prepayment of Committed Loans shall be applied paid to the Committed Loans of the appropriate Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable U.S. Swing Line Agent Lender pursuant to delivery to the U.S. Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay any U.S. Swing Line Loans made to it Loan in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable U.S. Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (dc) Notwithstanding anything to the contrary contained in this Agreement, the Company may rescind any notice of prepayment under Sections 2.05(a) or 2.05(b) if such prepayment would have resulted from (A) a refinancing of all of the Facilities, (B) issuance of Incremental Term Loans or Incremental Revolving Commitments or (C) the proceeds of a Disposition, which refinancing, issuance or Disposition shall not be consummated or shall otherwise be delayed. (i) If for any reason, the Total U.S. Revolving Credit Outstandings at any time exceed the U.S. Revolving Credit Facility at such time, the Company shall promptly prepay U.S. Revolving Credit Loans, U.S. Swing Line Loans and U.S. L/C Borrowings and/or Cash Collateralize the U.S. L/C Obligations (other than U.S. L/C Borrowings) in an aggregate amount at least equal to such excess; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the U.S. L/C Obligations pursuant to this Section 2.05(d)(i) unless after the prepayment in full of the U.S. Revolving Credit Loans and U.S. Swing Line Loans, such Total U.S. Revolving Credit Outstandings exceed the U.S. Revolving Credit Facility then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, reasonably request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (ii) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Alternative Revolving Credit Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 105% of the Outstanding Amount of all Swing Line Loans plusAlternative Revolving Credit Facility at such time, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the applicable Borrowers shall prepay their respective Alternative Revolving Credit Loans in an aggregate amount sufficient at least equal to reduce such excess. (e) Prepayments of the aggregate of such Lender’s Tranche A U.S. Revolving Credit Facility made pursuant to this Section 2.05, first, shall be applied ratably to the U.S. L/C Borrowings and the U.S. Swing Line Loans, Tranche B Loans and Tranche second, shall be applied ratably to the outstanding U.S. Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining U.S. L/C Loans plus such Lender’s Pro Rata Share Obligations. Upon the drawing of any U.S. Letter of Credit that has been Cash Collateralized, the Outstanding Amount of all Swing Line Loans funds held as Cash Collateral shall be applied (without any further action by or notice to an amount not or from the Company or any other Loan Party) to exceed 100% of such Lender’s Commitment Cap then in effectreimburse the U.S. L/C Issuer or the U.S. Revolving Credit Lenders, as applicable.

Prepayments. (a) The Tranche A Borrowers mayBorrower may prepay, upon on notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5); provided that (i) such notice must be received by the Applicable Agent not given no later than 11:00 a.m. (x) in the case of Tranche A Loans, 12:00 noon (Central Chicago time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. Base Rate Advances) and on three Business Days' prior notice (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central timeEurocurrency Rate Advances) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated Administrative Agent, each Borrowing made to such Borrower, in Canadian Dollars and other than Tranche C Loans shall be whole or in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereofpart. Each such Such notice shall specify include the proposed date and aggregate principal amount of such prepayment, and if such notice is given, such Borrower shall prepay such principal amount, together with accrued interest to the Type(sdate of such prepayment on the principal amount prepaid, and any amounts payable pursuant to Section 2.11 hereof in connection therewith shall be paid on the date of such prepayment; provided, however, that each partial prepayment of (i) Base Rate Advances shall be in an aggregate principal amount of not less than $100,000 or an integral thereof, (ii) Eurocurrency Rate Advances denominated in U.S. Dollars shall be in an aggregate principal amount of not less than $1,000,000 or an integral multiple of $100,000 in excess thereof and (iii) Eurocurrency Rate Advances denominated in an Alternative Currency shall be in an aggregate principal amount of not less than the minimum amount and multiple specified by the Administrative Agent pursuant to Section 2.01. Subject to Section 2.13, each prepayment of a Borrowing shall be made to each Bank in accordance with such Bank's Pro Rata Share thereof. If the aggregate Original Dollar Amount of the outstanding L/C Obligations and the outstanding principal amount of the Advances, calculated in accordance with Section 2.16 by the Administrative Agent, exceeds (as the result of fluctuations in applicable foreign exchange rates) (x) 100% of the then aggregate amount of the Commitments on the date of any Borrowing, conversion or continuation of Advances hereunder, or on the date any Letter of Credit is issued hereunder, or (y) 105% of the then aggregate amount of the Commitments on the seventh Business Day prior to any December, March, June or September, the Company shall prepay a Borrowing or Borrowings (in whole or in part, and in any case as selected by the Company) in an aggregate amount (calculated as aforesaid, and rounded upward, if necessary, to the nearest $100,000) equal to the excess of: (a) the aggregate Original Dollar Amount of the outstanding L/C Obligations and the outstanding principal amount (calculated as aforesaid) of Loans Advances, over (b) the then aggregate amount of the Banks' Commitments (calculated as aforesaid). The foregoing prepayment calculation shall be made (A) in the case of clause (x) above, on the day such Notice of Borrowing, conversion or continuation of Advances is required to be prepaidgiven, or Letter of Credit is requested, by the Company and (B) in the case of clause (y) above, on the seventh Business Day prior to the end of the applicable calendar quarter and reported to the Company by the fifth Business Day prior to such date. The Applicable Any such required prepayment shall be due (1) in the case of clause (x) above, on the day such Borrowing, conversion or continuation of Advances is made, or Letter of Credit is issued, and (2) in the case of clause (y) above, on the last Business Day of the applicable calendar quarter. Each prepayment of any Borrowing (in whole or in part) made pursuant to this Section 2.10 shall be without premium or penalty, but shall be subject to the provisions of Section 2.11. Any mandatory prepayment of a Borrowing shall be made to the Administrative Agent will promptly notify each appropriate Lender of its receipt for the account of each Bank based on such notice and the contents thereof, and of the amount of such Lender’s Bank's Pro Rata Share of such prepayment of such Committed Loans. If such notice is given by a Borrower, such Borrower Borrowing and shall make such prepayment include accrued and the payment amount specified in such notice shall be due and payable unpaid interest on the date specified therein. Any prepayment of a Term Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. (i) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date prepaid and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinall amounts owing under Section 2.11. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Any Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 8:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative CurrenciesDollars, (CB) two four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of SXXXX Eurocurrency Rate Loans denominated in Alternative Currencies or of Peso Rate Loans, and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies or of Peso Rate Loans shall be in a minimum principal amount of CDN$5,000,000 $1,000,000 or a whole multiple of CDN$500,000 $500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans or Peso Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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; provided that not more than two times per fiscal year, such notice, if accompanied by a commitment reduction notice in accordance with Section 2.06, may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked by the applicable Borrower(s) (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of a Term Eurocurrency Rate Loan or a Tranche C Peso Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (dc) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 110% of the Outstanding Amount of all Swing Line Loans plusAggregate Commitments then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two three Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or any applicant Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(a)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Lender’s Commitment Cap Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 110% of the Alternative Currency Sublimit then in effect, then, within three Business Days after receipt of such notice, one or more Borrowers shall prepay its Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice from the Borrower to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Eurocurrency Rate Committed Loans denominated in US Dollars, (B) three four Business Days prior to any date of prepayment of Term Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Committed Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $1,000,000 or a whole multiple of CDN$500,000 $500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such the 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.18, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) [Intentionally Omitted]. (c) If for the Administrative Agent notifies the Borrower at any reason time that the Total Outstandings applicable to the Tranche A Borrowers at any such time exceed the Aggregate Tranche A Commitments then in effect, then then, within two Business Days after receipt of such notice, the Tranche A Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; provided, (iihowever, that, subject to the provisions of Section 2.17(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) if for any reason unless after the prepayment in full of the Loans the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effecteffect and provided further, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effecthowever, the Tranche C that Borrower shall immediately prepay have the right to designate which Loans in an aggregate amount equal and/or other Obligations are to such excess. (c) Any Borrower be repaid hereunder. The Administrative Agent may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or and from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by time after the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount initial deposit of such prepayment. If such notice is given by Cash Collateral, request that additional Cash Collateral be provided in order to protect against the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinresults of exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrowers Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plusand Letters of Credit denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay such Loans or Cash Collateralize such L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect; provided, however, that the Default arising from any such excessive draw against the Alternative Currency Sublimit shall not, alone, constitute grounds for prohibiting the Borrower from borrowing Loans in Dollars under this Agreement for the purpose of curing such Default to the extent that the Borrower is otherwise in compliance with all of the terms and conditions hereof, is not in Default with respect to any other provision of this Agreement and there remains availability under the Commitments. (e) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof; and other than Tranche C (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$50,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated thereof or, in Canadian Dollars shall be in a each case, if less, the entire principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereofthereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.17, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (dc) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 105% of the Outstanding Amount of all Swing Line Loans plusAggregate Commitments then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies plus the Outstanding Amount of all L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

Prepayments. (a1) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Borrowing Agent to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $300,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $300,000 or a whole multiple of CDN$500,000 $100,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $300,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and shall be in a form approved by the Administrative Agent (including any form on an electronic platform or 61 61 electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrowing Agent. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Borrowing Agent, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.17, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ia) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Each Borrower may, upon notice given to the applicable Swing Line Lender by the Borrowing Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment and shall be in a form approved by the Administrative Agent (including any form on an electronic platform or (y) not later than 8:00 p.m. (Sydney time) on electronic transmission system as shall be approved by the immediately preceding Business Day prior to the date Administrative Agent), appropriately completed and signed by a Responsible Officer of the prepayment, in the case of any Swing Line Loans to be funded in AustraliaBorrowing Agent, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000 or if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowing Agent, the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (db) If the Administrative Agent notifies the Borrowers Borrowing Agent at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 100% of the Outstanding Amount of all Swing Line Loans plusAggregate Commitments then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days immediately after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Total Outstandings as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.16(a)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $2,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $1,000,000 or a whole multiple of CDN$500,000 $500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share 's Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or Cash Collateralize the L/C – BA Obligations in an aggregate amount equal to such excess; provided, however, that, subject to the provisions of Section 2.18, the Borrowers shall not be required to Cash Collateralize the L/C – BA Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plusdenominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect. (e) If the Administrative Agent notifies the Company at any time that the sum of the Outstanding Amount of all Loans made to Foreign Borrowers at such time and the Outstanding Amount of all L/C – BA Obligations of the Foreign Borrowers at such time exceeds an amount equal to 105% of the Foreign Borrower Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay such Loans and/or the Borrowers shall Cash Collateralize such L/C – BA Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Foreign Borrower Sublimit; provided, however, that, subject to the provisions of Section 2.18, the Borrowers shall not be required to Cash Collateralize such L/C – BA Obligations pursuant to this Section 2.05(e) unless after the prepayment in full of such Loans, such L/C – BA Obligations exceed the Foreign Borrower Sublimit.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 10:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share 's Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plusdenominated in Alternative Currencies at such time exceeds the Alternative Currency Sublimit then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be reasonably approved by the Administrative Agent), and received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two one Business Days Day prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; and (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $1,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $1,000,000 or a whole multiple of A$500,000 $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is to be made from the proceeds of another transaction that will result in the refinancing of all of the Obligations and the termination of this Agreement, then such prepayment may be conditioned upon the closing of such refinancing transaction. Any prepayment of a Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.14, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (i) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (db) If the Administrative Agent notifies the Borrowers Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 105% of the Outstanding Amount of all Swing Line Loans plusAggregate Commitments then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay Loans in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Aggregate Commitments then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Committed Loans denominated in Alternative CurrenciesDollars, (CB) two four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of SXXXX LoansEurocurrency Rate Committed Loans denominated in Alternative Currencies, and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Committed Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Committed Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Committed Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason No Bid Loan may be prepaid without the Total Outstandings prior consent of the applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excessBid Loan Lender. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 105% of the Outstanding Amount of all Swing Line Loans plusAggregate Commitments, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100the Aggregate Commitments. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit, then, within two Business Days after receipt of such Lender’s Commitment Cap then notice, the Borrowers shall prepay Loans in effectan aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Alternative Currency Sublimit.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative Currencies, (C) two Dollars and four Business Days prior to any date of prepayment of SXXXX LoansEurocurrency Rate Revolving Loans denominated in Alternative Currencies, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Base Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Revolving Loans denominated in Canadian Dollars Alternative Currencies shall be in a principal Dollar Equivalent amount of CDN$5,000,000 or a whole multiple of CDN$500,000 approximating $5,000,000 or any amount in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) whether the Loan to be prepaid is a Revolving Loan or a Term Loan, (ii) the date and amount of such prepayment, prepayment and (iii) the Type(s) of Loans to be prepaid. The Applicable Agent will promptly notify each appropriate Lender of its receipt of each such notice and of the contents thereof, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrower, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Revolving Loans or Term Loans of the appropriate Lenders Lenders, as applicable, in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Lender and Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (di) If for any reason the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share Dollar Equivalent of the Outstanding Amount of all Revolving Outstandings at any time exceeds the Aggregate Revolving Commitments then in effect, Borrower shall immediately prepay (and cause the applicable Qualified Borrowers to prepay) Revolving Loans and/or Swing Line Loans plusand/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, without duplicationhowever, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Loans and Swing Line Loans, if required under this Section, the Outstanding Amount Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (ii) If for any reason the Dollar Equivalent of all Swing Line Loans made by such Lender the Revolving Outstandings denominated in its capacity as a Swing Line LenderAlternative Currencies at any time exceeds the Alternative Currency Sublimit then in effect, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, Borrower shall immediately prepay (and cause the applicable Qualified Borrowers shall prepay to prepay) Revolving Loans in an aggregate amount sufficient equal to reduce such excess. Unless Agent changes its generally applicable policy regarding revaluation of Revolving Loans denominated in Alternative Currency, in determining the Dollar Equivalent of Revolving Outstandings on any given Revaluation Date, only those Alternate Currency Revolving Loans whose Interest Periods end on such Revaluation Date shall be revalued. (iii) The Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If for any reason the Dollar Equivalent of the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share Outstanding Amounts of the Outstanding Amount of all Swing Line Term Loans at any time exceeds the Aggregate Term Commitments, the Borrower shall immediately prepay Term Loans in an aggregate amount equal to an amount not to exceed 100% of such Lender’s Commitment Cap then in effectexcess.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C US Borrower may, upon notice delivery of a Notice of Loan Prepayment from the US Borrower to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in subject to Section 3.5)3.05; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars, (B) 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, and (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Notice of Loan Prepayment shall specify the date date, currency and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate US Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such US Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a the US Borrower, such the US 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.18, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate US Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason The US Borrower may, upon notice from the Total Outstandings applicable US Borrower to the Tranche A Borrowers Canadian Lender, at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately or from time to time voluntarily prepay Canadian Loans in an aggregate amount equal whole or in part without premium or penalty; provided that (i) such notice must be received by the Canadian Lender not later than 11:00 a.m. (A) three Business Days prior to such excessany date of prepayment of CDOR Rate Loans, and (B) on the date of prepayment of Canadian Prime Rate Loans; and (ii) any prepayment of Canadian Loans shall be in a principal amount of C$100,000 or a whole multiple of C$100,000 in excess thereof or, in each case, if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effectless, the Tranche C entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Canadian Loans to be prepaid and, if CDOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the US Borrower, the applicable Canadian Borrower shall immediately prepay Loans make such prepayment and the payment amount specified in an aggregate such notice shall be due and payable on the date specified therein. Any prepayment of a CDOR Rate Loan shall be accompanied by all accrued interest on the amount equal prepaid, together with any additional amounts required pursuant to such excessSection 3.05. (c) Any The US Borrower may, upon notice delivery of a Notice of Loan Prepayment to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000 or a whole multiple of $100,000 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. If such notice is given by the applicable US Borrower, such the US Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers US Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus US Total Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 105% of the Outstanding Amount of all Swing Line Loans plusAggregate Commitments then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers US Borrower shall prepay Loans and/or the US Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that the US Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(d) unless after the prepayment in full of the Committed Loans and Swing Line Loans the US Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Lender’s Commitment Cap Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (e) If the Administrative Agent notifies the US Borrower at any time that the Outstanding Amount of all Committed Loans and L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the US Borrower shall prepay Committed Loans and/or Cash Collateralize Letters of Credit denominated in Alternative Currencies in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5); provided that (i) such notice must be received by the Applicable Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment, and the Type(s) of Loans to be prepaid. The Applicable Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereof, and of the amount of such LenderLxxxxx’s Pro Rata Share of such prepayment of such Committed Loans. If such notice is given by a Borrower, such 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 Term Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. (i) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a LenderLxxxxx’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such LenderLxxxxx’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans made to it and Revolving Credit Loans in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US DollarsSOFR Loans, (B) three four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term Rate Loans denominated in any Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Currency Loans, and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Term SOFR Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Alternative Currency Loans denominated in Canadian Dollars shall be in a minimum principal amount of CDN$5,000,000 the Dollar Equivalent of $5,000,000 (or, in the case of the EUR Term Facility, €5,000,000) or a whole multiple of CDN$500,000 the Dollar Equivalent of $1,000,000 (or, in the case of the EUR Term Facility, €1,000,000) in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, currency and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such the applicable Borrower shall irrevocably 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 Term Rate SOFR Loan or a Tranche C Alternative Currency Term Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.06(a) shall be applied to the outstanding principal amount under the relevant Facility as directed by the Company (or, in the absence of specification, ratably between the USD Term Facility and the EUR Term Facility), and subject to Section 2.18, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facility. Subject to Section 2.18, each such prepayment of Committed Revolving Credit Loans shall be applied to the Committed Revolving Credit Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentage. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Credit Loans, Swing Line Loans and L/C Borrowings the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plusdenominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Tranche A Borrowers Company may, upon notice from the Company to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that provided, that, (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two three (3) Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Eurodollar Rate Loans and (B) on the date of prepayment of Canadian Prime Base Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Eurodollar Rate Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iviii) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $1,000,000 or a whole multiple of A$$500,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Applicable Percentage of such Committed Loansprepayment). If such notice is given by a Borrowerthe Company, such Borrower the Company 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 Term Eurodollar Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.17, each such prepayment of Committed Loans shall be applied paid to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. (i) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed Applicable Percentages in respect of the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excessCommitments. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)part; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two three (3) Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Eurodollar Rate Loans and (B) on the date of prepayment of Canadian Prime Base Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Eurodollar Rate Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $500,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) if any such prepayment of Loans is of Tranche B Loans and occurs more than one hundred twenty (120) days after the Closing Date but prior to the first anniversary of the Closing Date, then Borrowers must pay to Administrative Agent for the benefit of Lenders a prepayment penalty equal to two percent (2%) of such amount prepaid. Each such notice shall specify the date and amount of such prepayment, and the Type(s) of Loans to be prepaid, and the amount of the prepayment penalty due, if any. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment of such Committed Loansprepayment. If such notice is given by a BorrowerBorrowers, such 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 Term Eurodollar Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. (i) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (ai) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Each Borrower may, upon notice from the Company to the Australian Sub-Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans made to it and Revolving Credit Loans in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (iA) such notice must be received by the Applicable Administrative Agent not later than 8:00 a.m. (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B1) three Business Days prior to any date of prepayment of Term 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, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D3) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and ; (B) on the date of any prepayment of Canadian Prime Eurocurrency Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and other than Tranche C (D) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$50,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated thereof or, in Canadian Dollars shall be in a each case, if less, the entire principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereofthereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate affected Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall an outstanding Term Facility pursuant to this Section 2.05(a) shall, subject to Section 2.19, be applied to the Committed Loans of principal repayment installments thereof on a pro rata basis, and each such prepayment shall be paid to the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (iii) If for Notwithstanding anything in any reason the Total Outstandings applicable Loan Document to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effectcontrary, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excessso long as (w) no Default or Event of Default has occurred and is continuing, (iix) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG FIL shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy deliver to the Administrative Agent)Agent a certificate stating that (1) no Default or Event of Default has occurred and is continuing or would result from the proposed prepayment described below and (2) each of the conditions set forth in this Section has been satisfied, at (y) none of the Borrowers or any time other Loan Party has any material non-public information with respect to FIL and its Subsidiaries or from time the securities of any of them that has not been disclosed to time, voluntarily prepay the Lenders generally (other than Lenders who elect not to receive such information) and (z) no proceeds of Revolving Credit Loans or Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of are used for this purpose, FIL may prepay any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date portion of the prepayment or outstanding Term Loans (y) not later than 8:00 p.m. (Sydney timeand immediately and permanently cancel them) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.following basis:

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-AgentLender, at any time or from time to time voluntarily prepay Committed Loans made to it any Loan in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Agent Lender not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 8:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurodollar Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Base Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Eurodollar Rate Loans shall be in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 $500,000 in excess thereof; and (iviii) any partial prepayment of Tranche C Base Rate Loans shall be in a principal amount of A$5,000,000 $100,000 or a whole multiple of A$500,000 $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid. The Applicable Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereof, and of the amount of such Lender’s Pro Rata Share of such prepayment of such Committed Loans. If such notice is given by a the Borrower, such the 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 Term Eurodollar Rate Loan or a Tranche C Loan Loans shall be accompanied by all accrued interest thereonon the amount repaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares3.05. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments Commitment then in effect, then the Tranche A Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, (iihowever, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) if for any reason unless after the prepayment in full of the Loans the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower may, upon notice to the applicable Swing Line Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial prepayment shall be in a minimum principal amount of US$1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus, without duplication, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce the aggregate of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to an amount not to exceed 100% of such Lender’s Commitment Cap then in effect.

Prepayments. (a) The Tranche A Borrowers may, in the case of Committed Loans, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Dollars and 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, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (DB) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (iii) any prepayment of Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum Dollar equivalent principal amount of or approximating $5,000,000; and other than Tranche C (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$50,000,000 $500,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated thereof or, in Canadian Dollars shall be in a each case, if less, the entire principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereofthereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share of such prepayment of such Committed Loansprepayment. If such notice is given by a Borrowerthe Company, such Borrower Loan Party 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Borrower The Company may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable BorrowerCompany, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (di) If the Administrative Agent notifies the Borrowers Company at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share Dollar Equivalent of the Outstanding Amount of all Swing Line Loans plus, without duplicationand L/C Obligations at such time exceeds the Aggregate Commitments then in effect, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line LenderBorrowers shall, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate Dollar Equivalent of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share of the Outstanding Amount as of all Swing Line Loans such date of payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (ii) If the Administrative Agent notifies the Company at any time that the Dollar Equivalent of the Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies at such time exceeds the Alternative Currency Sublimit then in effect, the Borrowers shall, within two Business Days after receipt of such notice, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Dollar Equivalent of such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (iii) If the Administrative Agent notifies the Company at any time that the Dollar Equivalent of the Outstanding Amount of all L/C Obligations at such time exceeds the Letter of Credit Sublimit then in effect, the Company shall, within two Business Days after receipt of such notice, Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Dollar Equivalent of such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

Prepayments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it in whole or in part without premium or penalty (other than as provided in Section 3.5)penalty; provided that (i) such notice must be received by the Applicable Administrative Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Eurocurrency Rate Loans denominated in Alternative CurrenciesDollars, (CB) two four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of SXXXX Loans, Eurocurrency Rate Loans denominated in Alternative Currencies and (DC) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Eurocurrency Rate Loans denominated in Canadian Dollars Alternative Currencies shall be in a minimum principal amount of CDN$5,000,000 $5,000,000 or a whole multiple of CDN$500,000 $1,000,000 in excess thereof; and (iv) any partial prepayment of Tranche C Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $1,000,000 or a whole multiple of A$$500,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Applicable Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereofnotice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment of such Committed Loansprepayment. If such notice is given by a the Borrower, such the 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 Term Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.16, each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ib) If for any reason the Total Outstandings applicable to the Tranche A Borrowers at any time exceed the Aggregate Tranche A Commitments then in effect, then the Tranche A Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, (ii) if for any reason the Total Outstandings applicable to TKG at any time exceed US$500,000,000, TKG shall immediately prepay Loans in an aggregate amount equal to such excess, (iii) if for any reason the Total Outstandings applicable to TCPR at any time exceed US$333,300,000, TCPR shall immediately prepay Loans in an aggregate amount equal to such excess, (iv) if for any reason the Total Outstandings applicable to TFA under Tranche A at any time exceed US$333,300,000, TFA shall immediately prepay Loans in an aggregate amount equal to such excess, (v) if for any reason the Total Outstandings applicable to TCCI at any time exceed the Aggregate Tranche B Commitments then in effect, TCCI shall immediately prepay Loans in an aggregate amount equal to such excess and (vi) if for any reason the Total Outstandings applicable to the Tranche C Borrower at any time exceed the Aggregate Tranche C Commitments then in effect, the Tranche C Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any The Borrower may, upon notice to the applicable Swing Line Agent Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Agent Lender and the Administrative Agent (x) not later than 10:00 a.m. (London time) in the case of any Swing Line Loans to be funded in Europe, 12:00 noon (Central time) in the case of any Swing Line Loans to be funded in the United States, or 11:00 a.m. (Central time) in the case of any Swing Line Loans to be funded in Canada, in each case, 1:00 p.m. on the date of the prepayment or (y) not later than 8:00 p.m. (Sydney time) on the immediately preceding Business Day prior to the date of the prepayment, in the case of any Swing Line Loans to be funded in Australia, and (ii) any partial such prepayment shall be in a minimum principal amount of US$1,000,000$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (dc) If the Administrative Agent notifies the Borrowers Borrower at any time that the aggregate of a Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus Total Outstandings at such Lender’s Pro Rata Share time exceed an amount equal to 105% of the Outstanding Amount of all Swing Line Loans plusAggregate Commitments then in effect, without duplicationthen, the Outstanding Amount of all Swing Line Loans made by such Lender in its capacity as a Swing Line Lender, exceeds such Lender’s Commitment Cap, then within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the aggregate such Outstanding Amount as of such Lender’s Tranche A Loans, Tranche B Loans and Tranche C Loans plus such Lender’s Pro Rata Share date of the Outstanding Amount of all Swing Line Loans payment to an amount not to exceed 100% of such Lender’s Commitment Cap the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.15(a)(ii), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.