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. (Tokyo time) one Business Day prior to the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Rate Advances, and not later than 10:00 A.M. (Tokyo 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 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. (Tokyo New York City time) one Business Day prior to on the date (which date shall be a Business Day) of such proposed prepayment, prepayment (in the case of a Borrowing consisting of Cost of Funds Base Rate Advances), and not later than 10:00 A.M. (Tokyo 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 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. (Tokyo Chicago time) one Business Day prior to on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Base Rate Advances, and not later than 10:00 A.M. (Tokyo Chicago time) at least two Business Days prior to the date of such proposed prepaymentprepayment (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. 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. (Tokyo Chicago time) one Business Day prior to on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Base Rate Advances, and not later than 10:00 A.M. (Tokyo Chicago time) at least two Business Days prior to the date of such proposed prepaymentprepayment (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 Advances, 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. 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. (Tokyo time) one Business Day prior to the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Rate Advances, and not later than 10:00 A.M. (Tokyo 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 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 (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. (Tokyo timeNew York Time) one Business Day prior to on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Base Rate Advances, and not later than 10:00 A.M. (Tokyo timeLocal 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 $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. 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. (Tokyo Chicago time) one Business Day prior to on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Base Rate Advances, and not later than 10:00 A.M. (Tokyo timeLocal 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. Notwithstanding anything in this Agreement to the contrary, the Borrower shall not optionally prepay any Tranche 1 Advances, Tranche 2 Advances or Tranche 3 2 Advances while any Tranche 4 3 Advances are outstanding.

Optional Prepayments of Advances. The Borrower may, upon written at least two Business Days’ notice (in the case of Eurodollar Rate Advances) or upon notice (in the case of Base Rate Advances) given on the date of such prepayment, in each case received not later than 12:00 P.M. (New York City time) on such date to the Administrative Agent stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (Tokyo time) one Business Day prior to the date (which date notice shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Rate Advances, and not later than 10:00 A.M. (Tokyo time) at least two Business Days prior to the date of such proposed prepayment, in the case of a Borrowing consisting of Eurocurrency Rate Advancesirrevocable, and if such notice is given, given the Borrower shall, prepay for the ratable account of the Lenders of the applicable Class, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing made to the Borrower in whole or ratably in partBorrowing(s), and 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 a notice 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 all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transactionfacilities, in which case such notice may be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding anything ; provided further, however, that (x) each partial prepayment shall be in this Agreement to an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the contraryevent of any such prepayment of a Eurodollar Rate Advance, the Borrower shall not optionally prepay be obligated to reimburse the Lenders of the applicable Class in respect thereof pursuant to Section 2.11. Any prepayment of Incremental Term Loans that by their terms automatically increase the aggregate amount of the Revolving Commitments upon any Tranche 1 Advancesprepayment thereof in connection with a Permitted Acquisition or capital expenditure, Tranche 2 in accordance with Sections 2.05(f) and 5.13(d), in connection with such a Permitted Acquisition or capital expenditure, shall, so long as no Default shall have occurred and be continuing, cause each applicable Incremental Term Lender’s Revolving Commitments to be increased in accordance with Section 2.05(f) and Revolving Advances to be made to the Borrower in accordance with Section 5.13(d) in order to make such prepayment of the Incremental Term Loans. Any prepayment of Incremental Term Loans shall be applied first (x) to Incremental Term Loans in the applicable Series that by their terms automatically increase the aggregate amount of the Revolving Commitments upon any prepayment thereof in connection with a Permitted Acquisition or Tranche 3 Advances while any Tranche 4 Advances are outstandingcapital expenditure, to be applied to such Incremental Term Loans in the applicable Series in the order in which such Incremental Term Loans were made, and then (y) to the remaining Incremental Term Loans in the applicable Series.

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. (Tokyo New York City time) one Business Day prior to on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Base Rate Advances, and not later than 10:00 11:00 A.M. (Tokyo New York City time) at least two U.S. Government Securities Business Days prior to the date of such proposed 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 Borrowing 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. 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 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. (Tokyo New York time) one Business Day prior to on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Base Rate Advances, and not later than 10:00 A.M. (Tokyo timeLocal 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 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. 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. (Tokyo New York time) one Business Day prior to on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Base Rate Advances, and not later than 10:00 A.M. (Tokyo timeLocal 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. Notwithstanding anything in this Agreement to the contrary, the Borrower shall not optionally prepay any Tranche 1 Advances, Tranche 2 Advances or Tranche 3 2 Advances while any Tranche 4 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. (Tokyo New York City time) one Business Day prior to on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Base Rate Advances, and not later than 10:00 11:00 A.M. (Tokyo New York City time) at least two U.S. Government Securities Business Days prior to the date of such proposed prepayment, in the case of a Borrowing consisting of Eurocurrency Rate Xxxx Xxxxxxxxx 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 Borrowing 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. 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 (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. (Tokyo time) one Business Day prior to the date (which date shall be a Business Day) whole multiple of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Rate Advances$100,000, and not later than 10:00 A.M. (Tokyo 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 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 such calculated to the date of receipt by Bank of the full payment of the Advances and other Obligations, and (iv) the written notice may state from Borrower must specify 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 desires to terminate this Agreement to and prepay in full 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. (Tokyo Chicago time) one Business Day prior to on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Base Rate Advances, and not later than 10:00 A.M. (Tokyo timeLocal 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. 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 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 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. (Tokyo timeChicago Time) one Business Day prior to on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Cost of Funds Base Rate Advances, and not later than 10:00 A.M. (Tokyo timeLocal 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. Notwithstanding anything in this Agreement to the contrary, the Borrower shall not optionally prepay any Tranche 1 Advances, Tranche 2 Advances or Tranche 3 2 Advances while any Tranche 4 3 Advances are outstanding.