Common use of Terms and Conditions to Prepayment Clause in Contracts

Terms and Conditions to Prepayment. (1) The Borrower shall have the right to prepay the principal of an Individual Loan before the Payment Date, (a “Prepayment”); provided, however, that the Borrower shall give the Agent notice of each such prepayment as provided in Paragraph (2) of this Article below and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder. (2) In the case where a Prepayment is desired, the Borrower shall give a written notice to the Agent by six (6) Business Days prior to the desired date to make the Prepayment (the “Desired Prepayment Date”), stating (a) the principal amount that the Borrower desires to prepay (provided that the amount must be one hundred million Yen (¥100,000,000) or more in increments of one hundred million Yen (¥100,000,000), expect in the case all the obligations hereunder are to be paid by the Prepayment), (b) in regard to the principal amount desired to be prepaid, the fact that the interest that has accrued from (and including) the first day of the Interest Period during which the Desired Prepayment Date occurs up to (and including) the Desired Prepayment Date (referred to in this Chapter as the “Accrued Interest”, to be calculated in accordance with the standard method for calculation of interest under this Agreement) will be paid in full on the Desired Prepayment Date, and (c) the Desired Prepayment Date. (3) In the case of Prepayment in accordance with the preceding Paragraph, the relevant Lenders shall notify the Agent of the amount of the Break Funding Cost by two (2) Business Days prior to the Desired Prepayment Date. After receiving such notice, the Agent shall notify the Borrower of such Break Funding Cost by the Business Day immediately preceding the Desired Prepayment Date. The Borrower shall pay the total of the principal, the Accrued Interest and the Break Funding Cost in respect of the Individual Loan to be prepaid on the Desired Prepayment Date.

Terms and Conditions to Prepayment. (1) The Borrower shall have the right to prepay may not make any prepayment of the principal of an Individual Loan before Loan, except for (i) in the Payment Datecase where, after the occurrence of a Subordination Event, the conditions precedent regarding such Subordination Event have been fulfilled, or (a “Prepayment”); provided, however, that ii) in the Borrower shall give the Agent notice of each such prepayment as provided cases set forth in Paragraph Paragraphs (2) through (3) of this Article below and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunderArticle. (2) In Except for the case where a Prepayment is desiredSubordination Event has occurred and continues, if the Borrower shall give gives to the Agent and all Lenders a written notice of its intention to make a prepayment (including the Agent by six information regarding (6a) Business Days prior to the amount desired for the prepayment and (b) the desired date to make the Prepayment prepayment; the same shall apply in this Article) by ten (the “Desired 10) Business Days prior to an Available Prepayment Date”), stating (a) the principal amount that the Borrower desires may repay to prepay the Lenders all or a part (provided that the amount must which shall be one hundred million Yen (¥100,000,000) or more in increments with an increment of one hundred million Yen (¥100,000,000), expect ; the same shall apply in the case all the obligations hereunder are to be paid by the Prepayment), (bthis Article) in regard to of the principal amount desired to be prepaid, the fact that the interest that has accrued from (and including) the first day of the Interest Period during which the Desired Prepayment Date occurs up to (and including) the Desired Prepayment Date (referred to in this Chapter as the “Accrued Interest”, to be calculated in accordance with the standard method for calculation of interest under this Agreement) will be paid in full Individual Loans on the Desired Available Prepayment Date, and as well as the payment of the interest payable on the day on which such prepayment is to be made. If there is any Optional Outstanding Payment Amount on the day on which such prepayment is to be made, the Borrower shall pay, with respect to all Optional Outstanding Payment Amount, the Optional Deferred Payment Amount obtained by multiplying the Optional Outstanding Payment Amount by the percentage of the aggregate principal amount of the Individual Loans subject to such prepayment to the aggregate principal amount of the Outstanding Individual Loan Amount, together with the Additional Interest thereon (c) the Desired Prepayment Dateif any). (3) In the case of Prepayment in accordance with where a Tax Event or an Equity Credit Change Event has occurred, except for the preceding Paragraphcase where a Subordination Event has occurred and continues, the relevant Borrower may, by giving to the Agent and all Lenders a written notice of its intention to make a prepayment by thirty (30) Business Days prior to the desired date to make such prepayment (which shall be a Business Day), repay to the Lenders all or a part of the principal amount of the Individual Loans, as well as the payment of the interest payable on the day on which such prepayment is to be made and the Break Funding Cost (if any). If there is any Break Funding Cost, each Lender shall notify the Agent of the amount of the Break Funding Cost by two (2) Business Days prior to the Desired Prepayment Date. After receiving day on which such noticeprepayment is to be made, and the Agent shall notify the Borrower of the details of such Break Funding Cost notice by the Business Day immediately preceding the Desired Prepayment Dateday on which such prepayment is to be made. The If there is any Optional Outstanding Payment Amount on the day on which such prepayment is to be made, the Borrower shall pay pay, with respect to all Optional Outstanding Payment Amount, the total Optional Deferred Payment Amount obtained by multiplying the Optional Outstanding Payment Amount by the percentage of the principalaggregate principal amount of the Individual Loans subject to such prepayment to the aggregate principal amount of the Outstanding Individual Loan Amount, together with the Additional Interest thereon (if any). Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited Chapter 9 Syndication Terms Article 9-1 ( Rights and Obligations of the Lenders) (1) Unless otherwise provided in this Agreement, the Accrued Interest obligations of the Lenders under this Agreement shall be independent, and a Lender shall not be released from its obligations under this Agreement for the Break Funding Cost reason that any other Lender fails to perform such obligations. A Lender shall not be responsible for the failure of any other Lender to perform its obligations under this Agreement. (2) If a Lender, in respect breach of its Lending Obligation, fails to extend the Individual Loan on the Requested Drawdown Date, such Lender shall, upon request by the Borrower, immediately compensate the Borrower for all Damages incurred by the Borrower as a result of such breach of the Lending Obligation; provided, however, that the compensation to the Borrower for such Damages shall be limited to the maximum of the difference between the interest and other expenses that are required or would be required to be paid when the Borrower separately borrows money as a result of the Individual Loan not being made on the Requested Drawdown Date and the interest and other expenses that would have been required to be prepaid paid if the Individual Loan were made on the Desired Prepayment Requested Drawdown Date. (3) Unless otherwise provided in this Agreement, the rights of the Lenders under this Agreement are independent and each Lender may exercise its rights under this Agreement separately and independently.

Terms and Conditions to Prepayment. (1) The Borrower shall have the right to prepay may not make any prepayment of the principal of an Individual Loan before Loan, except for (i) in the Payment Datecase where, after the occurrence of a Subordination Event, the conditions precedent regarding such Subordination Event have been fulfilled, or (a “Prepayment”); provided, however, that ii) in the Borrower shall give the Agent notice of each such prepayment as provided cases set forth in Paragraph Paragraphs (2) through (3) of this Article below and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunderArticle. (2) In Except for the case where a Prepayment is desiredSubordination Event has occurred and continues, if the Borrower shall give gives to the Agent and all Lenders a written notice of its intention to make a prepayment (including the Agent by six information regarding (6a) Business Days prior to the amount desired for the prepayment and (b) the desired date to make the Prepayment prepayment; the same shall apply in this Article) by ten (the “Desired 10) Business Days prior to an Available Prepayment Date”), stating (a) the principal amount that the Borrower desires may repay to prepay the Lenders all or a part (provided that the amount must which shall be one hundred million Yen (¥100,000,000) or more in increments with an increment of one hundred million Yen (¥100,000,000), expect ; the same shall apply in the case all the obligations hereunder are to be paid by the Prepayment), (bthis Article) in regard to of the principal amount desired to be prepaid, the fact that the interest that has accrued from (and including) the first day of the Interest Period during which the Desired Prepayment Date occurs up to (and including) the Desired Prepayment Date (referred to in this Chapter as the “Accrued Interest”, to be calculated in accordance with the standard method for calculation of interest under this Agreement) will be paid in full Individual Loans on the Desired Available Prepayment Date, and as well as the payment of the interest payable on the day on which such prepayment is to be made. If there is any Optional Outstanding Payment Amount on the day on which such prepayment is to be made, the Borrower shall pay, with respect to all Optional Outstanding Payment Amount, the Optional Deferred Payment Amount obtained by multiplying the Optional Outstanding Payment Amount by the percentage of the aggregate principal amount of the Individual Loans subject to such prepayment to the aggregate principal amount of the Outstanding Individual Loan Amount, together with the Additional Interest thereon (c) the Desired Prepayment Dateif any). (3) In the case of Prepayment in accordance with where a Tax Event or an Equity Credit Change Event has occurred, except for the preceding Paragraphcase where a Subordination Event has occurred and continues, the relevant Borrower may, by giving to the Agent and all Lenders a written notice of its intention to make a prepayment by thirty (30) Business Days prior to the desired date to make such prepayment (which shall be a Business Day), repay to the Lenders all or a part of the principal amount of the Individual Loans, as well as the payment of the interest payable on the day on which such prepayment is to be made and the Break Funding Cost (if any). If there is any Break Funding Cost, each Lender shall notify the Agent of the amount of the Break Funding Cost by two (2) Business Days prior to the Desired Prepayment Date. After receiving day on which such noticeprepayment is to be made, and the Agent shall notify the Borrower of the details of such Break Funding Cost notice by the Business Day immediately preceding the Desired Prepayment Dateday on which such prepayment is to be made. The If there is any Optional Outstanding Payment Amount on the day on which such prepayment is to be made, the Borrower shall pay pay, with respect to all Optional Outstanding Payment Amount, the total Optional Deferred Payment Amount obtained by multiplying the Optional Outstanding Payment Amount by the percentage of the principal, the Accrued Interest and the Break Funding Cost in respect aggregate principal amount of the Individual Loans subject to such prepayment to the aggregate principal amount of the Outstanding Individual Loan to be prepaid on Amount, together with the Desired Prepayment Date.Additional Interest thereon (if any). Subordinated Syndicated Loan Agreement dated October 26, 2018, for Takeda Pharmaceutical Company Limited