Common use of Optional Prepayments of Advances Clause in Contracts

Optional Prepayments of Advances. The Borrower may, upon 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 Agent stating the proposed date and aggregate principal amount of the prepayment, which notice shall be irrevocable, and if such notice is given the Borrower shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing(s), together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, that a notice of prepayment of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, 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; provided further, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.11.

Optional Prepayments of Advances. The Borrower mayshall notify the Agent (and, upon at least two Business Days’ notice (in the case of Eurodollar Rate Advancesprepayment of a Swing Line Advance, the Swing Line Bank) or upon notice by telephone (in the case of Base Rate Advancesconfirmed by electronic means) given on the date of such prepayment, in each case received selection not later than 12:00 2:00 P.M. (New York City time), (i) in the case of a Base Rate Advance or any Swing Line Advance, on the scheduled date of such prepayment and (ii) in the case of a Eurodollar Rate Advance, at least three (3) Business Days before the scheduled date of such prepayment (or, in each case, such shorter period acceptable to the Agent stating the proposed date (and Swing Line Bank, if applicable)); provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than the prepaymentBorrowing Minimum or a Borrowing Multiple in excess thereof, which (y) each partial prepayment of Swing Line Advances shall be in an aggregate principal amount of not less than $1,000,000 and (z) in the event of any such prepayment of a Eurodollar Rate Advance made prior to the last day of any Interest Period, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(f). Each such notice shall be irrevocable, and if such notice is given the Borrower shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing(s), together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, that a notice of prepayment of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or the occurrence of any other transactions, in which case such notice may be revoked by the Borrower (by notice to the Agent (and Swing Line Bank if applicable) on or prior to the specified effective date) if such condition is not satisfied; provided further, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.11.

Optional Prepayments of Advances. The Borrower may, upon 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 11:00 A.M. (New York City time) on the date (which notice date shall be irrevocablea Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Base Rate Advances, and not later than 11:00 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 Eurodollar Rate Advances, and if such notice is given given, the Borrower shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing(s)Borrowing in whole or ratably in part, and in the case of any Borrowing consisting of Eurodollar Rate Advances, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (a) each partial prepayment shall be in an aggregate principal amount of the Borrowing Minimum or a notice of Borrowing Multiple in excess thereof and (b) if any prepayment of all outstanding Advances a Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such Eurodollar Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 8.04(c); and provided, further, that, subject to clause (b) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the consummation of a specific transaction, 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; provided further, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.11.

Optional Prepayments of Advances. The Borrower Company may, upon at least two Business Days’ same day notice not later than 11:00 a.m. (in the case of Eurodollar Rate Advances) or upon notice (New York City time), in the case of Base Rate Advances) given on the date of such prepayment, and upon not less than two Business Days notice, in each the case received not later than 12:00 P.M. (New York City time) on such date of Euro­dollar Rate Advances, to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, which notice shall be irrevocable, and if such notice is given the Borrower Company shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing(s)Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, that a notice of prepayment of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, 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; provided further, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower Company shall be obligated to reimburse the Lenders Banks in respect thereof pursuant to Section 2.1110.04(c), to the extent applicable; provided, further, that, if a notice of prepayment is given in connection with a conditional notice of termination of Commitments as contemplated by Section 3.04(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 3.04(c) and the Company shall remain liable for any amounts in respect of such proposed prepayment pursuant to Section 10.04(c).

Optional Prepayments of Advances. The Borrower may, upon notice at least two Business Days’ notice (prior to the date of such prepayment, in the case of Eurodollar Rate Advances, and not later than 12:00 P.M. (noon) or upon notice (in the case of Base Rate AdvancesNew York City time) given on the date of such prepayment, in each the case received not later than 12:00 P.M. (New York City time) on such date of Base Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, which notice shall be irrevocable, and if such notice is given the Borrower shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing(s)Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, that a notice of prepayment of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, 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; provided further, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of $5,000,000 not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof, (y) each partial prepayment of Swing Line Advances shall in an integral multiple aggregate principal amount of not less than $1,000,000 in excess thereof and (yz) in the event of any such prepayment of a Eurodollar Rate AdvanceAdvance made prior to the last day of any Interest Period, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.118.04(f). Each prepayment of outstanding Term Advances shall be applied as directed by the Borrower or, in the absence of such direction, in the inverse order of maturity.

Optional Prepayments of Advances. The Borrower may, upon notice at least two Business Days’ notice (prior to the date of such prepayment, in the case of Eurodollar EurodollarSOFR Rate Advances, and not later than 12:00 P.M. (noon) or upon notice (in the case of Base Rate AdvancesNew York City time) given on the date of such prepayment, in each the case received not later than 12:00 P.M. (New York City time) on such date of Base Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, which notice shall be irrevocable, and if such notice is given the Borrower shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing(s)Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, that a notice of prepayment of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, 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; provided further, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of $5,000,000 not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof, (y) each partial prepayment of Swing Line Advances shall in an integral multiple aggregate principal amount of not less than $1,000,000 in excess thereof and (yz) in the event of any such prepayment of a Eurodollar EurodollarSOFR Rate AdvanceAdvance made prior to the last day of any Interest Period, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.118.04(f).

Optional Prepayments of Advances. (a) The Borrower may, in the case of Eurodollar Rate Advances or Bank Xxxx Rate Advances, upon at least two Business Days’ notice (to the to the Agent or to the Australian Sub-Agent, in the case of Eurodollar Bank Xxxx Rate Advances) or upon notice (, and in the case of Base Rate Advances) given , upon notice to the Agent not later than 11:00 A.M. on the date of such proposed prepayment, stating in each case received not later than 12:00 P.M. (New York City time) on such date to the Agent stating the proposed date and aggregate principal amount of the prepayment, which notice shall be irrevocable, and if such notice is given the Borrower shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing(s)Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, that a notice of prepayment of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, 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; provided further, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 not less than the Borrowing Minimum or an integral multiple of $1,000,000 a Borrowing Multiple in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance or a Bank Xxxx Rate Advance, the Borrower shall be obligated to reimburse the applicable Lenders in respect thereof pursuant to Section 2.118.04(c); provided, further, that, if a notice of prepayment is given in connection with a conditional notice of termination of Commitments as contemplated by Section 2.05(a), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(a) and the Borrower shall remain liable for any amounts in respect of such proposed prepayment as provided in Section 8.04(c).

Optional Prepayments of Advances. The Borrower maymay at any time, and from time to time, without premium or penalty, upon notice at least two three Business Days’ notice (Days prior to the date of such prepayment, in the case of Eurodollar Rate Advances, and not later than 11:00 A.M. (New York City time) or upon notice (in the case of Base Rate Advances) given on the date of such prepayment, in each the case received not later than 12:00 P.M. (New York City time) on such date of Base Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, which notice shall be irrevocable, and if such notice is given the Borrower shall, shall prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing(s)Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, that a notice of prepayment of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, 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; provided further, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.118.04(e). Notwithstanding the foregoing, any such notice of prepayment may state that such notice is conditioned upon the effectiveness of any other transaction or event, in which case such notice may, subject to Section 8.04(e), be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Prepayments of Advances. The Borrower may, upon notice at least two Business Days’ notice (prior to the date of such prepayment, in the case of Eurodollar Rate Advances, and not later than 11:00 A.M. (New York City time) or upon notice (in the case of Base Rate Advances) given on the date of such prepayment, in each the case received not later than 12:00 P.M. (New York City time) on such date of Base Rate Advances, to the Agent stating the relevant Facility, the proposed date and aggregate principal amount of the prepayment, which notice shall be irrevocable, and if such notice is given the Borrower shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances made to the Borrower comprising part of the same Borrowing(s)Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, that a notice of prepayment of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, 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; provided further, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Appropriate Lenders in respect thereof pursuant to Section 2.118.04(c). Each such prepayment of any Tranche B Advances shall be applied to the installments thereof specified by the Borrower in its prepayment notice (or, if not so specified, shall be applied pro rata to all remaining installments thereof).

Optional Prepayments of Advances. The Borrower mayshall notify the Agent (and, upon at least two Business Days’ notice (in the case of Eurodollar Rate Advancesprepayment of a Swing Line Advance, the Swing Line Bank) or upon notice by telephone (in the case of Base Rate Advancesconfirmed by electronic means) given on the date of such prepayment, in each case received selection not later than 12:00 2:00 P.M. (New York City time), (i) in the case of a Base Rate Advance or any Swing Line Advance, on the scheduled date of such prepayment and (ii) in the case of a SOFR Loan, at least three (3) Business Days before the scheduled date of such prepayment (or, in each case, such shorter period acceptable to the Agent stating the proposed date (and Swing Line Bank, if applicable)); provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than the prepaymentBorrowing Minimum or a Borrowing Multiple in excess thereof, which (y) each partial prepayment of Swing Line Advances shall be in an aggregate principal amount of not less than $1,000,000 and (z) in the event of any such prepayment of a SOFR Loan made prior to the last day of any Interest Period, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(f). Each such notice shall be irrevocable, and if such notice is given the Borrower shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing(s), together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, that a notice of prepayment of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or the occurrence of any other transactions, in which case such notice may be revoked by the Borrower (by notice to the Agent (and Swing Line Bank if applicable) on or prior to the specified effective date) if such condition is not satisfied; provided further, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.11.

Optional Prepayments of Advances. The Borrower may, upon 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 11:00 A.M. (New York City time) on the date (which notice date shall be irrevocablea Business Day) of such proposed prepayment, in the case of a Borrowing consisting of Base Rate Advances, and not later than 11:00 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 Eurodollar Rate Advances, and if such notice is given given, the Borrower shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing(s)Borrowing in whole or ratably in part, and in the case of any 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 notice of Borrowing Multiple in excess thereof and (ii) if any prepayment of all outstanding Advances a Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such Eurodollar Rate Advance, the Borrower shall also pay any amount owing pursuant to Section 8.04(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 facilitiesfacilities or the consummation of a specific transaction, 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; provided further, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.11.

Optional Prepayments of Advances. The Borrower may, upon 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 Agent stating the proposed date and aggregate principal amount of the prepayment, which notice shall be irrevocable, and if such notice is given the Borrower shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing(s), together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, that a notice of prepayment of all outstanding Advances may state that such notice is conditioned upon the occurrence of one or more events, including, without limitation, the consummation of the Proposed Merger or the effectiveness of other credit facilities, 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; provided further, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.11.

Optional Prepayments of Advances. The Borrower may, upon 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. 11:00 A.M. (New York City time) on such date to the Agent stating the proposed date and aggregate principal amount of the prepayment, which notice shall be irrevocable, and if such notice is given the Borrower shall, prepay for the ratable account of the Lenders, in whole or in part, the outstanding principal amount of the Advances comprising part of the same Borrowing(s), together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, that a notice of prepayment of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, 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; provided further, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.11.