Common use of Term Loans Clause in Contracts

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

Term Loans. Any The Borrower may, upon prior notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loan tranche in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time1) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the any date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Eurodollar Rate Loans and (ii2) on the date of prepaymentprepayment of Base Rate Loans and LIBOR Daily Floating Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of LIBOR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the case of entire principal amount thereof then outstanding); and (D) any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the Term Loans under entire principal amount thereof then outstanding). Each such notice shall specify the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving date and amount of any notice of such prepayment, the principal amount tranche of the Term Terms Loans specified therein to be prepaid and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall become make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein for therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment (except that any notice shall be applied to the applicable tranche of prepayment in connection with the refinancing of all or any portion Term Loans of the Facilities may be contingent upon the consummation of such refinancing)Lenders in accordance with their respective Applicable Percentages.

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

Term Loans. Any The Borrower may, upon prior notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loan tranche in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (x1) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the any date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Term SOFR Rate Loans and (ii2) on the date of prepaymentprepayment of Base Rate Loans and Daily Simple SOFR Rate Loans; (B) any such prepayment of Term SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of Daily Simple SOFR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the case of entire principal amount thereof then outstanding); and (D) any prepayment of Base Rate Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominated, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the Term Loans under entire principal amount thereof then outstanding). Each such notice shall specify the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving date and amount of any notice of such prepayment, the principal amount tranche of the Term Terms Loans specified therein to be prepaid and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall become make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein for therein. Any prepayment of a Term SOFR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment (except that any notice shall be applied to the applicable tranche of prepayment in connection with the refinancing of all or any portion Term Loans of the Facilities may be contingent upon the consummation of such refinancing)Lenders in accordance with their respective Applicable Percentages.

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

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

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

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

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

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

Term Loans. Any The Borrower may, upon prior notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (y) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least 12:00 Noon three Business Days prior to the any date of prepayment, in the case prepayment of such Loans; (B) any prepayment of Eurocurrency Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or BA Rate Loans a whole multiple of $1,000,000 in excess thereof; and (iiC) on the date of prepayment, in the case of any prepayment of Base Rate Loans, prepay without premium Loans shall be in a principal amount of $500,000 or penalty (except as set forth a whole multiple of $100,000 in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominatedexcess thereof or, in whole or in parteach case, together with accrued interest to if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment on and the principal amount prepaid; provided, however, that if any prepayment Type(s) of any Eurocurrency Rate Loan or BA Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than the Minimum Currency Threshold and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Facility). If such notice is given by the Borrower, the Borrower shall become make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein for therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal of the Term Facility, and each such prepayment (except that any notice of prepayment shall be paid to the Lenders in connection accordance with the refinancing of all or any portion their respective Applicable Percentages in respect of the Facilities may be contingent upon the consummation of such refinancing)Term Facility.

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

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

Term Loans. Any The Borrower may, upon prior notice to the Agent not later than (x) 1:00 p.m. (London time) in the case of Loans denominated in Euro, Sterling or Yen or (ythan(b) 11:00 a.m. (New York City time) in the case of Loans denominated in any other currency, in each case (i) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurocurrency Rate Loans or BA Rate Term SOFR Term Loans and (ii) on the date of prepayment, in the case of any prepayment of Base Rate Term Loans, prepay without premium or penalty (except as set forth in clause (c) below) its Term Loans under any Term Loan Facility in the currency in which such Term Loans are denominatedFacility, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan or BA Rate Term SOFR Term Loan is made by a the Borrower other than on the last day of an Interest Period for such Term Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than (x) $2,000,000, in the Minimum Currency Threshold case of Base Rate Term Loans and (y) $5,000,000, in the case of Term SOFR Term Loans and that any such partial prepayment shall be applied to reduce the remaining installments of the outstanding principal amount of the Term Loans under the applicable Term Loan Facility as directed by the U.S. Borrower. Upon the giving of any notice of prepayment, the principal amount of the Term Loans specified therein to be prepaid shall become due and payable on the date specified therein for such prepayment (except that any notice of prepayment in connection with the refinancing of all or any portion of the Term Loan Facilities may be contingent upon the consummation of such refinancing).. Prepayment Premiums. In the event that, within 6 months of the Amendment(c) No. 56 Effective Date, (x) the Borrower makes any prepayment of any 2021 Incremental Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement (other than, for the avoidance of doubt, Amendment No. 46) resulting in a Repricing Transaction, the Borrower shall pay to the Agent, for the account of each 2021 Incremental Term Lender (including any 2021 Incremental Term Lender that is required to assign its 2021 Incremental Term Loans pursuant to Section 9.02(e) in connection therewith but not its assignee), (I) in the case of subclause (c)(x), a prepayment premium of 1% of the amount of such 2021 Incremental Term Lender’s 2021 Incremental Term Loans being repaid in connection with such Repricing Transaction and (II) in the case of subclause (c)(y), a payment equal to 1% of the aggregate amount of such 2021 Incremental Term Lender’s 2021 Incremental Term Loans that are subject to such Repricing Transaction and outstanding immediately prior to such amendment. In addition to any prepayment of Term Loans pursuant to Section 2.08(b), the(d) Borrower may at any time prepay Term Loans of any Class of any Lender at such price or prices as may be mutually agreed by the Borrower and such Lender (which, for avoidance of doubt, may be a prepayment at a discount to par), pursuant to individually negotiated transactions with any Lender or offers to prepay that are open to all Lenders of Term Loans of any Class selected by the Borrower so long as (i) at the time of, and after giving effect to, any such prepayment pursuant to this Section 2.08(d), no Event of Default has occurred and is continuing, and (ii) the Borrower and each Lender whose Term Loans are to be prepaid pursuant to this Section 2.08(d) execute and deliver to the Agent an instrument identifying the amount of Term Loans of each Class of each such Lender to be so prepaid, the date of such prepayment and the prepayment price therefor. The principal amount of any Term Loans of any Class prepaid pursuant to this clause (d) shall reduce remaining scheduled amortization for such Class of Term Loans on a pro rata basis. - 57-

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

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

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

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

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