Common use of Optional Prepayments of Advances Clause in Contracts

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City time) on the date (which shall be a Business Day) of such proposed prepayment (in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 A.M. (New York City time) at least two Business Days prior to the date of such proposed prepayment (in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City Chicago time) on the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 A.M. (New York City Chicago time) at least two Business Days prior to the date of such proposed prepayment (or, at such later time as the Administrative Agent, in its reasonable discretion, may agree to), in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate BorrowingAdvances, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Borrowing Prepayment Minimum or a Borrowing Prepayment Multiple in excess thereof and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c8.04(c); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City Chicago time) on the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 A.M. (New York City Chicago time) at least two Business Days prior to the date of such proposed prepayment (or, at such later time as the Administrative Agent, in its reasonable discretion, may agree to), in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Borrowing Prepayment Minimum or a Borrowing Prepayment Multiple in excess thereof and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c8.04(c); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City Tokyo time) on one Business Day prior to the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Cost of Funds Rate Advances), and not later than 10:00 A.M. (New York City Tokyo time) at least two Business Days prior to the date of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied. Notwithstanding anything in this Agreement to the contrary, the Borrower shall not optionally prepay any Tranche 1 Advances, Tranche 2 Advances or Tranche 3 Advances while any Tranche 4 Advances are outstanding.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City Tokyo time) on one Business Day prior to the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Cost of Funds Rate Advances), and not later than 10:00 A.M. (New York City Tokyo time) at least two Business Days prior to the date of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied. Notwithstanding anything in this Agreement to the contrary, the Borrower shall not optionally prepay any Advances while any Tranche 4 Advances (as defined under the Bridge Credit Agreement as in effect on the Effective Date) under the Bridge Facility are outstanding.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 11:00 A.M. (New York City time) on the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 11:00 A.M. (New York City time) at least two Business Days prior to the date of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Borrowing consisting of Eurodollar Rate BorrowingAdvances, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (ia) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (iib) if any prepayment of a Eurocurrency Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Eurodollar Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c8.04(c); and provided, further, that, subject to clause (iib) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City Chicago time) on the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 A.M. (New York City timeLocal Time) at least two Business Days prior to the date of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied. Notwithstanding anything in this Agreement to the contrary, the Borrower shall not optionally prepay any Tranche 1 Advances or Tranche 2 Advances while any Tranche 3 Advances are outstanding.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City Chicago time) on the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 A.M. (New York City timeLocal Time) at least two Business Days prior to the date of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied. Notwithstanding anything in this Agreement to the contrary, the Borrower shall not optionally prepay any Advances while any Tranche 3 Advances (as defined under the Bridge Credit Agreement as in effect on the Effective Date) under the Bridge Facility are outstanding.

Optional Prepayments of Advances. The (a) Borrower may, at any time and from time to time, upon written notice to one Business Day’s advance notice, prepay the Administrative Agent stating the proposed date and aggregate Advances in whole or in part without premium or penalty, except that any prepayment of an Advance shall be in a principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City time) on the date (which shall be a Business Day) whole multiple of such proposed prepayment (in the case of a Borrowing consisting of Base Rate Advances)$100,000, and not later than 10:00 A.M. (New York City time) at least two Business Days prior to the date of such proposed prepayment (in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, except that (i) each partial no prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for unless the payment is accompanied by the applicable Consequential Loss (as computed by Bank) (as of the date hereof, Bank computes the LIBOR Rate in such Eurocurrency Rate Advancea manner that a prepayment would not result in any Consequential Loss; Bank shall advise Borrower if and when this ceases to be the case). Amounts to be prepaid shall irrevocably be due and payable on the date specified in the applicable notice of prepayment, together with interest thereon. Amounts prepaid in respect of Advances may be reborrowed, subject to the terms and conditions hereof. Borrower shall also pay any amount owing pursuant have the right, upon one Business Day’s advance notice, to Section 9.04(c); prepay the Advances in full and providedterminate this Agreement, further, that, provided that (i) such prepayment shall be subject to clause the provisions hereinabove set forth with respect to prepayment, (ii) Borrower must fully prepay all Advances together with all other outstanding Obligations, and (iii) Borrower shall remit a pro rata payment of the immediately preceding provisocommitment fee specified in §2.8 (b), any calculated to the date of receipt by Bank of the full payment of the Advances and other Obligations, and (iv) the written notice from Borrower must specify that Borrower desires to terminate this Agreement and prepay in full the Advances. (b) In addition, Borrower may from time to time, upon three Business Days prior written notice to Bank, permanently reduce the Facility Limit to an amount not less than the aggregate principal amount of Advances outstanding at such notice may state that time. Any such notice is conditioned upon the effectiveness reduction shall be in an amount not less than $100,000 or a higher integral multiple of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied$100,000.

Optional Prepayments of Advances. (a) The Borrower may, upon written notice at least three Business Days prior to the date of such prepayment, in the case of LIBO Rate Advances, and not later than 11:00 A.M. (New York City time) on the date of such prepayment, in the case of Base Rate Advances, to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City time) on the date (which shall be a Business Day) of such proposed prepayment (in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 A.M. (New York City time) at least two Business Days prior to the date of such proposed prepayment (in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, given the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment of LIBO Rate Advances shall be in an aggregate principal amount of the Borrowing Minimum not less than $5,000,000 or a Borrowing Multiple an integral multiple of $1,000,000 in excess thereof and (ii) if in the event of any such prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency LIBO Rate Advance, the Borrower shall also pay any amount owing be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(c); 3.4. (b) In the event that on or prior to the date that is six months after the Initial Funding Date, (i) all or any portion of the Advances are prepaid or repaid from the proceeds of an issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries and providedthe effective yield (in each case, furtherto be determined in the reasonable discretion of the Administrative Agent consistent with generally accepted financial practices, thatafter giving effect to margins and any applicable interest rate “floors”, subject to clause recurring fees and all other upfront or similar fees or original issue discount, but excluding the effect of any bona fide arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) is, or upon satisfaction of specified conditions could be, lower than the effective yield in respect of the Advances (as determined on the same basis) or (ii) a Lender is deemed a Non-Consenting Lender and must assign its Advances pursuant to Section 11.1 in connection with any waiver, amendment or modification that would reduce the effective yield in effect with respect to such Advances (each of clauses (i) and (ii), a “Repricing Event”), then in each case the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities aggregate principal amount so prepaid or the consummation of repaid or assigned will be subject to a specific transaction, in which case such notice may be revoked fee payable by the Borrower if equal to 1.00% of the principal amount of Advances prepaid or repaid or assigned in connection with such condition is not satisfiedRepricing Event, on the date of such Repricing Event. Such fee shall be paid by the Borrower to the Agent, for the account of the Lenders or such Non-Consenting Lenders, on the date of such Repricing Event.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 11:00 A.M. (New York City time) on the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 11:00 A.M. (New York City time) at least two Business Days prior to the date of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Eurodollar Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (ii) if any prepayment of a Eurocurrency Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Eurodollar Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c8.04(c); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 11:00 A.M. (New York City time) on the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 11:00 A.M. (New York City time) at least two U.S. Government Securities Business Days prior to the date of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Eurocurrency Rate ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Advances and not later than 11:00 A.M. (New York City time) at least three U.S. Government Securities Business Days prior to the date of such proposed prepayment, in the case of a Borrowing consisting of RFR Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate BorrowingBorrowing consisting of Term Benchmark Advances, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (ia) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (iib) if any prepayment of a Eurocurrency Rate Term Benchmark Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Term Benchmark Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c8.04(c); and provided, further, that, subject to clause (iib) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 11:00 A.M. (New York City timeTime) on the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 A.M. (New York City timeLocal Time) at least two Business Days prior to the date of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of $50,000,000 (or at the Borrower’s option £50,000,000 (for any Borrowing Minimum denominated in Sterling) or €50,000,000 (for any Borrowing denominated in euro)) and a multiple of $5,000,000 (or at the Borrower’s option £5,000,000 (for any Borrowing Multiple denominated in Sterling) or €5,000,000 (for any Borrowing denominated in euro)) or, in each case, in excess thereof and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City time) on the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 A.M. (New York City timeLocal Time) at least two Business Days prior to the date of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied. Notwithstanding anything in this Agreement to the contrary, the Borrower shall not optionally prepay any Tranche 1 Advances or Tranche 2 Advances while any Tranche 3 Advances are outstanding.

Optional Prepayments of Advances. The A Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City time) on the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 A.M. (New York City timeLocal Time) at least two Business Days prior to the date of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, the such Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the such Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Advance, the such Borrower shall also pay any amount owing pursuant to Section 9.04(c); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the such Borrower if such condition is not satisfied.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City timeChicago Time) on the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 A.M. (New York City timeLocal Time) at least two Business Days prior to the date of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Eurocurrency Rate Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Borrowing, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c); and provided, further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied. Notwithstanding anything in this Agreement to the contrary, the Borrower shall not optionally prepay any Tranche 1 Advances or Tranche 2 Advances while any Tranche 3 Advances are outstanding.

Optional Prepayments of Advances. The Borrower may, upon written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 11:00 A.M. (New York City time) on the date (which date shall be a Business Day) of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Base Rate Advances), and not later than 10:00 11:00 A.M. (New York City time) at least two U.S. Government Securities Business Days prior to the date of such proposed prepayment (prepayment, in the case of a Borrowing consisting of Eurocurrency Rate Eurodollar RateTerm Benchmark Advances and not later than 11:00 A.M. (New York City time) at least three U.S. Government Securities Business Days prior to the date of such proposed prepayment, in the case of a Borrowing consisting of RFR Advances), and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate BorrowingBorrowing consisting of Eurodollar RateTerm Benchmark Advances, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (ia) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a Borrowing Multiple in excess thereof and (iib) if any prepayment of a Eurocurrency Rate Eurodollar RateTerm Benchmark Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Eurodollar RateTerm Benchmark Advance, the Borrower shall also pay any amount owing pursuant to Section 9.04(c8.04(c); and provided, further, that, subject to clause (iib) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied.