Common use of Optional Prepayments of Loans Clause in Contracts

Optional Prepayments of Loans. The Borrower may, ----------------------------- except as provided below upon at least two Business Days' notice to the Administrative Agent (or upon one Trading Day's notice, in the case of prepayments by delivery of Omnipoint Common Stock pursuant to (S)2.07(b)), stating the proposed prepayment date and the aggregate principal amount of the Advances to be prepaid, and the tranche of the Advances to be prepaid on such date, and if such notice is given the Borrower shall, except as otherwise provided in this (S)3.03, prepay such outstanding principal amount of the Advances of the tranche specified then outstanding in whole or ratably in part. Any such prepayment of less than the entire aggregate principal amount of the Advances then outstanding shall be applied to the prepayment of a ratable aggregate principal amount of Advances forming part of the same Loans, and any such prepayment of Tranche Y Advances shall be applied, first, to Tranche Y Interest Advances and, second, to Tranche Y Advances other than Tranche Y Interest Advances. Any prepayment of Tranche X Advances or Tranche Z Advances pursuant to this (S)3.03 shall be applied to the reduction of the amounts by which such Advances are required to be repaid pursuant to (S)3.01(a) on the repayment dates next occurring after the date of such prepayment.

Optional Prepayments of Loans. (a) The Borrower may, ----------------------------- except as provided below upon at least two Business Days' notice to the Administrative Agent (or upon one Trading Day's notice, in the case of prepayments by delivery of Omnipoint Common Stock pursuant to (S)2.07(b)), stating the proposed prepayment date and the aggregate principal amount of the Advances to be prepaid, and the tranche of the Advances to be prepaid on such date, and if such notice is given the Borrower shall, except as otherwise provided in this (S)3.03, prepay such outstanding principal amount of the Advances of the tranche specified then outstanding in whole or ratably in part. Any such prepayment of less than the entire aggregate principal amount of the Advances then outstanding shall be applied to the prepayment of a ratable aggregate principal amount of Advances forming part of the same Loans, and any such prepayment of Tranche Y Advances shall be applied, first, to Tranche Y Interest Advances and, second, to Tranche Y Advances other than Tranche Y Interest Advances. Any prepayment of Tranche X Advances or Tranche Z Advances pursuant to this (S)3.03 shall be applied to the reduction of the amounts by which such Advances are required to be repaid pursuant to (S)3.01(a) on the repayment dates next occurring after the date of such prepayment. (b) The Borrower may irrevocably waive any rights it may have under subsection (a) above to make any optional prepayments of Tranche Y Advances by delivery of Omnipoint Common Stock by delivery of a written waiver to that effect.

Optional Prepayments of Loans. The Borrower may, ----------------------------- except as provided below upon at least two Business Days' notice to the Administrative Agent (or upon --------------- *Confidential Information Has Been Omitted And Filed Separately with the SEC one Trading Day's notice, in the case of prepayments by delivery of Omnipoint Common Stock pursuant to (S)2.07(b)), stating the proposed prepayment date and the aggregate principal amount of the Advances to be prepaid, and the tranche of the Advances to be prepaid on such date, and if such notice is given the Borrower shall, except as otherwise provided in this (S)3.03, prepay such outstanding principal amount of the Advances of the tranche specified then outstanding in whole or ratably in part. Any such prepayment of less than the entire aggregate principal amount of the Advances then outstanding shall be applied to the prepayment of a ratable aggregate principal amount of Advances forming part of the same Loans, and any such prepayment of Tranche Y Advances shall be applied, first, to Tranche Y Interest Advances and, second, to Tranche Y Advances other than Tranche Y Interest Advances. Any prepayment of Tranche X Advances or Tranche Z Advances pursuant to this (S)3.03 shall be applied to the reduction of the amounts by which such Advances are required to be repaid pursuant to (S)3.01(a) on the repayment dates next occurring after the date of such prepayment.