Common use of Mandatory Prepayments and Repayments Clause in Contracts

Mandatory Prepayments and Repayments. (a) If on any date the sum of the outstanding principal amount of Loans and Competitive Bid Loans (all the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, the Borrower shall prepay on such date the principal of Loans, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans as set forth above, the remaining Aggregate Loan Outstandings exceed the Total Commitment, the Borrower shall repay on such date the principal of Competitive Bid Loans in an aggregate amount equal to such excess, PROVIDED that no Competitive Bid Loan shall be prepaid pursuant to this sentence unless the Bank that made same consents to such prepayment. In the absence of such consent, the provisions of Section 3.02(c) shall be applicable. (b) With respect to each prepayment or repayment of Loans required by this Section 3.02, the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant to which made; PROVIDED, that (i) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $5,000,000, such Borrowing shall be immediately converted into Base Rate Loans; and (ii) each prepayment of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans. In the absence of a designation of Loans by the Borrower as described in this Section 3.02(b), the Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.12. (c) At any time that the Borrower is obligated to prepay any Competitive Bid Loan pursuant to Section 1.11(b) or 3.02 (a) on a date other than the scheduled maturity date thereof, such prepayment shall only be made if the respective Bank that made such Competitive Bid Loan has consented in writing (or by telephone confirmed in writing) to the Borrower to such prepayment within 48 hours after notice (in writing or by telephone confirmed in writing) by the Borrower to such Bank of such prepayment (it being understood that the Borrower will give such notice and that any failure to respond to such notice will constitute a rejection thereof); if such prepayment is not so consented to by the respective Bank then, in the case of a prepayment otherwise required pursuant to Section 3.02(a), the provisions of the immediately succeeding sentence will be applicable. At the time any such Competitive Bid Loans are otherwise required to be prepaid the Borrower will deposit 100% of the principal amount that otherwise would have been paid in respect of the Competitive Bid Loans with the Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Competitive Bid Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to the relevant Competitive Bid Loans, with the amount to be so released and applied on the last day of each Interest Period to be the amount of the Competitive Bid Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account).

Mandatory Prepayments and Repayments. (a) If on any date the sum of the outstanding principal amount of Loans and Competitive Bid Loans (all the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, the Borrower shall prepay on such date the principal of Loans, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans as set forth above, the remaining Aggregate Loan Outstandings exceed the Total Commitment, the Borrower shall repay all Tranche A Loans which are outstanding under Facility-1 and Facility-2, as the case may be, on such date the principal of Competitive Bid Facility-1 EXIM Loans in an aggregate amount equal to such excessClosing Date and Facility-2 EXIM Loans Closing Date, PROVIDED that no Competitive Bid Loan shall be prepaid pursuant to this sentence unless as the Bank that made same consents to such prepayment. In the absence of such consent, the provisions of Section 3.02(c) shall be applicablecase may be. (b) With respect Borrower shall repay Tranche B Loans made in any Borrowing Year in three consecutive annual installments commencing on the third anniversary of the last day of such Borrowing Year and ending on the fifth anniversary thereof (each a "Scheduled Repayment"), with each Scheduled Repayment being in an aggregate principal amount equal to each prepayment the respective percentages set forth below opposite such anniversaries of the aggregate principal amount of Tranche B Loans made during such Borrowing Year: ANNIVERSARY PERCENTAGE Third 20% Fourth 30% Fifth 50% For the purposes of this SECTION 3.2(b), any Tranche B Loan into which a Tranche A Loan or repayment of Loans required by this Section 3.02, the Borrower may designate the Types of Loans which are Tranche C Loan has been converted shall be deemed to be prepaid and a Tranche B Loan which was made in the specific Borrowing(s) pursuant to which Borrowing Year that such converted Tranche A Loan or Tranche C Loan was originally made; PROVIDED, that (i) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $5,000,000, such Borrowing shall be immediately converted into Base Rate Loans; and (ii) each prepayment of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans. In the absence of a designation of Loans by the Borrower as described in this Section 3.02(b), the Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.12. (c) At All Tranche C Loans which are outstanding under Facility-1 on the first anniversary of the Effective Date (including any time that the Borrower is obligated to prepay any Competitive Bid Loan pursuant to Section 1.11(binterest capitalized in respect thereto) or 3.02shall be automatically converted into Tranche B Loans under such Facility on such date. (ad) on a date other than the scheduled maturity date thereof, such prepayment Borrower shall only be made if the respective Bank that made such Competitive Bid Loan has consented in writing (or by telephone confirmed in writing) to the Borrower to such prepayment within 48 hours after notice (in writing or by telephone confirmed in writing) by the Borrower to such Bank of such prepayment (it being understood that the Borrower will give such notice and that any failure to respond to such notice will constitute a rejection thereof); if such prepayment is not so consented to by the respective Bank then, in the case of a prepayment otherwise required pursuant to Section 3.02(a), the provisions of the immediately succeeding sentence will be applicable. At the time any such Competitive Bid Loans are otherwise required to be prepaid the Borrower will deposit 100% of the principal amount that otherwise would have been paid in respect of the Competitive Bid Loans with the Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the aggregate outstanding principal amount of such Competitive Bid Loanseach VAT Loan, including all accrued and unpaid interest thereon, on the earlier of: (i) upon each occurrence thereafter five (5) Business Days after the date the Secretariat of Finance and Public Credit of Mexico reimburses all or any portion of the last day VAT which was advanced on behalf of an Interest Period applicable to Borrower or Pegaso PCS by the relevant Competitive Bid Loans, Lenders in connection with such VAT Loan; or (ii) the amount to be so released VAT Loan Maturity Date of such VAT Loan. (e) All Tranche A Loans which are outstanding under Facility-1 and applied Facility- 2 on the last day of each Interest Period to Facility-1 Refinancing Date or the Facility-2 Refinancing Date, as the case may be, shall be automatically converted into Tranche B Loans under Facility-1 or Facility-2, as the amount of the Competitive Bid Loans to which case may be, on such Interest Period applies (or, if less, the amount remaining in such cash collateral account)date.

Mandatory Prepayments and Repayments. (a) If on any date the sum of the aggregate outstanding principal amount Principal Amount of Revolving Loans and Competitive Bid Loans (or, in each case, the Dollar Equivalent thereof) (all the foregoing, collectively, the "“Aggregate Loan Outstandings"”) exceeds the Total Commitment as then in effect, the Borrower Borrowers, jointly and severally, shall prepay on such date repay no later than the principal next following Business Day the Principal Amount of Loans, Revolving Loans (but excluding DB Loans to the extent the respective DB Loan Maturity Date has not occurred) in an amount aggregate Principal Amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans as set forth above, the remaining Aggregate Loan Outstandings exceed the Total Commitment, the Borrower Borrowers, jointly and severally, shall repay on such date the principal of Competitive Bid Loans in an aggregate amount equal to such excess, PROVIDED that no Competitive Bid Loan shall be prepaid pursuant to this sentence unless the Bank that made same consents to such prepayment. In the absence of such consent, the provisions of Section 3.02(c) shall be applicable. (b) On the maturity date specified pursuant to Section 1.04(a) with respect to each Competitive Bid Loan, the applicable Borrower shall repay such Competitive Bid Loan to the applicable Bidder Lender or Bidder Lenders. (c) On each DB Loan Maturity Date, the respective Designated Borrower shall repay the respective DB Loans in full. (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Revolving Loans and Competitive Bid Loans shall be repaid in full on the Final Maturity Date. (e) With respect to each prepayment or repayment of Revolving Loans required by this Section 3.023.02(a) or (b), the applicable Borrower may designate the Types of Revolving Loans which are to be prepaid and the specific Borrowing(s) pursuant to which made; PROVIDED, provided that (i) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than $5,000,000the Minimum Borrowing Amount applicable to such Borrowing, then all Revolving Loans outstanding pursuant to such Borrowing shall be immediately converted into Base Rate Loans; Loans and (ii) each prepayment of any Revolving Loans made pursuant to a Borrowing shall be applied PRO RATA pro rata among such Revolving Loans. In the absence of a designation of Loans by the a Borrower as described in this Section 3.02(b)the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.12. (c) At any time that the Borrower is obligated to prepay any Competitive Bid Loan pursuant to Section 1.11(b) or 3.02 (a) on a date other than the scheduled maturity date thereof, such prepayment shall only be made if the respective Bank that made such Competitive Bid Loan has consented in writing (or by telephone confirmed in writing) to the Borrower to such prepayment within 48 hours after notice (in writing or by telephone confirmed in writing) by the Borrower to such Bank of such prepayment (it being understood that the Borrower will give such notice and that any failure to respond to such notice will constitute a rejection thereof); if such prepayment is not so consented to by the respective Bank then, in the case of a prepayment otherwise required pursuant to Section 3.02(a), the provisions of the immediately succeeding sentence will be applicable. At the time any such Competitive Bid Loans are otherwise required to be prepaid the Borrower will deposit 100% of the principal amount that otherwise would have been paid in respect of the Competitive Bid Loans with the Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Competitive Bid Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to the relevant Competitive Bid Loans, with the amount to be so released and applied on the last day of each Interest Period to be the amount of the Competitive Bid Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account).

Mandatory Prepayments and Repayments. (a) If on any date the sum of the outstanding principal amount of Loans and Competitive Bid Loans (all the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, the Borrower shall prepay on such date the principal of Loans, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans as set forth above, the remaining Aggregate Loan Outstandings exceed the Total Commitment, the Borrower shall repay all Tranche A Loans which are outstanding under Facility-1 and Facility-2, as the case may be, on such date the principal Facility-1 EXIM Loans Closing Date and Facility-2 EXIM Loans Closing Date, as the case may be, to the extent refinanced with the proceeds of Competitive Bid EXIM Financing. Any amount of Tranche A Loans in an aggregate amount equal to such excess, PROVIDED that no Competitive Bid Loan not so refinanced shall be prepaid pursuant subject to this sentence unless the Bank that made same consents to such prepayment. In the absence of such consent, the provisions of Section 3.02(c) shall be applicableSECTION 3.2(e). (b) With respect Borrower shall repay Tranche B Loans made in any Borrowing Year in three consecutive annual installments commencing on December 31 of the calendar year that is two years following the calendar year in which such Borrowing Year ends (each a "Scheduled Repayment"), with each Scheduled Repayment being in an aggregate principal amount equal to each prepayment the respective percentages set forth below opposite such anniversaries of the aggregate principal amount of Tranche B Loans made during such Borrowing Year: ANNUAL INSTALLMENT PERCENTAGE ------------------ ---------- First 20% Second 30% Third 50% For the purposes of this SECTION 3.2(b), any Tranche B Loan into which a Tranche A Loan or repayment of Loans required by this Section 3.02, the Borrower may designate the Types of Loans which are Tranche C Loan has been converted shall be deemed to be prepaid and a Tranche B Loan which was made in the specific Borrowing(s) pursuant to which Borrowing Year that such converted Tranche A Loan or Tranche C Loan was originally made; PROVIDED, that (i) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $5,000,000, such Borrowing shall be immediately converted into Base Rate Loans; and (ii) each prepayment of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans. In the absence of a designation of Loans by the Borrower as described in this Section 3.02(b), the Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.12. (c) At All Tranche C Loans which are outstanding under Facility-1 on the first anniversary of the Original Effective Date (including any time that the Borrower is obligated to prepay any Competitive Bid Loan pursuant to Section 1.11(binterest capitalized in respect thereto) or 3.02shall be automatically converted into Tranche B Loans under such Facility on such date. (ad) on a date other than the scheduled maturity date thereof, such prepayment Borrower shall only be made if the respective Bank that made such Competitive Bid Loan has consented in writing (or by telephone confirmed in writing) to the Borrower to such prepayment within 48 hours after notice (in writing or by telephone confirmed in writing) by the Borrower to such Bank of such prepayment (it being understood that the Borrower will give such notice and that any failure to respond to such notice will constitute a rejection thereof); if such prepayment is not so consented to by the respective Bank then, in the case of a prepayment otherwise required pursuant to Section 3.02(a), the provisions of the immediately succeeding sentence will be applicable. At the time any such Competitive Bid Loans are otherwise required to be prepaid the Borrower will deposit 100% of the principal amount that otherwise would have been paid in respect of the Competitive Bid Loans with the Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the aggregate outstanding principal amount of such Competitive Bid Loanseach VAT Loan, including all accrued and unpaid interest thereon, on the earlier of: (i) upon each occurrence thereafter five (5) Business Days after the date the Secretariat of Finance and Public Credit of Mexico reimburses all or any portion of the last day VAT which was advanced on behalf of an Interest Period applicable Borrower or Pegaso PCS by the Lenders in connection with such VAT Loan; or (ii) the VAT Loan Maturity Date of such VAT Loan. (e) All Tranche A Loans which are outstanding under Facility-1 and Facility-2 on the Facility-1 Refinancing Date or the Facility-2 Refinancing Date, as the case may be, shall be automatically converted into Tranche B Loans under Facility-1 or Facility-2, as the case may be, on such date to the relevant Competitive Bid Loans, extent not refinanced with the amount to be so released and applied on the last day proceeds of each Interest Period to be the amount of the Competitive Bid Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account)EXIM Financing.

Mandatory Prepayments and Repayments. The Borrower shall repay in full the unpaid principal amount of each Loan upon the Maturity Date. Prior thereto, payments and prepayments of the Loans shall be made as set forth in Section 3.01 and this Section 3.02. All repayments and prepayments set forth below (other than clause (b) below) shall be applied in accordance with clause (b) or (c) of Section 3.03, as applicable. All repayments and prepayments set forth in clause (b) below shall be made to the Lender owed such amounts. All payments under this Section 3.02 shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment together with any amounts owed to any Lender pursuant to Section 4.04 hereof. (a) If on any date the sum On each of the outstanding principal amount of Loans and Competitive Bid Loans (all the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, the Borrower shall prepay on such date the principal of Loans, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans as set forth above, the remaining Aggregate Loan Outstandings exceed the Total Commitmentfirst three Interim Repayment Dates, the Borrower shall repay on such date a principal amount of the principal of Competitive Bid Loans in an aggregate amount equal to the excess (if any) of (A) the aggregate principal amount of the Loans outstanding as of such excess, PROVIDED that no Competitive Bid Loan shall be prepaid pursuant to this sentence unless Interim Repayment Date over (B) the Bank that made same consents Permitted Interim Outstanding Amount applicable to such prepaymentInterim Repayment Date. On the fourth Interim Repayment Date, the Borrower shall repay, and there shall become due and payable, the remainder of the aggregate outstanding principal amount of the Loans and all other Obligations due under the Loan Documents. In the absence event that any of such consentpayments are not made when due, the provisions Agent may, upon the request of Section 3.02(cthe Required Lenders, extend any such payment date on terms satisfactory to such Lenders (in their sole discretion); provided that any such extension shall not extend the final Interim Repayment Date for more than twenty-four (24) months beyond the date provided for such payment in the definition of “Interim Repayment Date” without the consent of all Lenders and in no event shall the final Interim Repayment Date be applicableextended beyond the Maturity Date. (b) With respect to each prepayment or repayment the affected Loans only, such Loans shall be prepaid, following an Illegality Event in accordance with Section 4.01. (c) Following the occurrence of Loans required by this Section 3.02an Event of Loss with respect to an Aircraft, the Borrower may designate shall prepay from amounts deposited on or prior to such date into the Types applicable Additional Collateral Account on the date specified in Section 7.09, an aggregate amount equal to (x) at any time during the Availability Period, a portion of the principal amount of the Loans which are in an aggregate amount equal to be prepaid the Debt Percentage of the Prepayment Amount for such Aircraft and (y) at any time after the specific Borrowing(sAvailability Expiration Date until the Outstanding Principal Balance of the Loans is reduced to $0, an aggregate amount equal to the Prepayment Amount for such Aircraft. (d) pursuant to which made; PROVIDEDFollowing the occurrence of a Facility Event of Default and acceleration of the Loans, that (i) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing the Borrower shall reduce the repay all outstanding Loans made pursuant and all other Obligations due under the Loan Documents immediately. (e) If the Borrower Disposes of any Aircraft, subject to the proviso contained in Section 3.03(b), the Borrower shall deposit in the applicable Additional Collateral Accounts an aggregate amount equal to (x) at any time during the Availability Period, a portion of the principal amount of the Loans in an aggregate amount equal to the Debt Percentage of the Prepayment Amount for such Borrowing to an amount less than $5,000,000, such Borrowing shall be immediately converted into Base Rate Loans; Aircraft and (iiy) each prepayment at any time after the Availability Expiration Date until the Outstanding Principal Balance of any the Loans made pursuant is reduced to a Borrowing $0, an aggregate amount equal to the Prepayment Amount for such Aircraft, which amount shall be applied PRO RATA among such Loans. In on or before the absence of first Settlement Date to occur after receipt thereof. (f) If any Monthly Report indicates that a designation of Loans Collateral Deficiency exists, the Borrower shall by the third Settlement Date immediately following the date of delivery of such Monthly Report do either or both of the following: (x) pay an amount to the applicable Concentration Account sufficient so that, after application of funds on such third Settlement Date in accordance with Section 3.03, such Collateral Deficiency no longer exists or (y) pledge additional collateral acceptable to the Agent in its sole discretion, in such amounts so that such Collateral Deficiency no longer exists. (g) If any amount payable under Section 3.02(a) shall not have been paid when due, the Agent (at the direction of the Required Lenders) may direct the Borrower as described to (and upon receipt of such direction the Borrower shall or shall cause the Servicers and the Aircraft Owning Subsidiaries to) sell all or any part of the Collateral in this the amount and in the manner specified by the Agent, and upon any such sale (an “Authorized Sale”) and receipt of the sales proceeds thereof, the Borrower shall deposit the proceeds of such Authorized Sale in the applicable Additional Collateral Accounts to be applied on or before the next Settlement Date in accordance with Section 3.02(b3.03(b). Notwithstanding the provisions of Section 11.23, upon any Authorized Sale and receipt of the sales proceeds thereof, the Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.12. and shall direct (c) At any time that the Borrower is obligated to prepay any Competitive Bid Loan pursuant to Section 1.11(b) or 3.02 (a) on a date other than the scheduled maturity date thereof, such prepayment shall only be made if the respective Bank that made such Competitive Bid Loan has consented in writing (or by telephone confirmed in writing) to the Borrower to such prepayment within 48 hours after notice (in writing or by telephone confirmed in writing) by Collateral Agent to, release the Borrower to such Bank of such prepayment (it being understood that Collateral sold from the Borrower will give such notice and that any failure to respond to such notice will constitute a rejection thereof); if such prepayment is not so consented to by the respective Bank then, in the case of a prepayment otherwise required pursuant to Section 3.02(a), the provisions Lien of the immediately succeeding sentence will be applicable. At the time any such Competitive Bid Loans are otherwise required to be prepaid the Borrower will deposit 100% of the principal amount that otherwise would have been paid in respect of the Competitive Bid Loans with the Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Competitive Bid Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to the relevant Competitive Bid Loans, with the amount to be so released and applied on the last day of each Interest Period to be the amount of the Competitive Bid Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account)Security Documents.

Mandatory Prepayments and Repayments. (a) If on any date the sum of the outstanding principal amount of Loans and Competitive Bid Loans (all the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, the Borrower shall prepay on such date the principal of Loans, in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans as set forth above, the remaining Aggregate Loan Outstandings exceed the Total Commitment, the Borrower shall repay on such date the principal of Competitive Bid Loans in an aggregate amount equal to such excess, PROVIDED that no Competitive Bid Loan shall be prepaid pursuant to this sentence unless the Bank that made same consents to such prepayment. In the absence of such consent, the provisions of Section 3.02(c) shall be applicable. (b) With respect to each prepayment or repayment of Loans required by this Section 3.02, the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant to which made; PROVIDED, that (i) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $5,000,000, such Borrowing shall be immediately converted into Base Rate Loans; and (ii) each prepayment of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans. In the absence of a designation of Loans by the Borrower as described in this Section 3.02(b), the Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.12. (c) At any time that the Borrower is obligated to prepay any Competitive Bid Loan pursuant to Section 1.11(b) or 3.02 (a) on a date other than the scheduled maturity date thereof, such prepayment shall only be made if the respective Bank that made such Competitive Bid Loan has consented in writing (or by telephone confirmed in writing) to the Borrower to such prepayment within 48 hours after notice (in writing or by telephone confirmed in writing) by the Borrower to such Bank of such prepayment (it being understood that the Borrower will give such notice and that any failure to respond to such notice will constitute a rejection thereof); if such prepayment is not so consented to by the respective Bank then, in the case of a prepayment otherwise required pursuant to Section 3.02(a), the provisions of the immediately succeeding sentence will be applicable. At the time any such Competitive Bid Loans are otherwise required to be prepaid prepaid, the Borrower will deposit 100% of the principal amount that otherwise would have been paid in respect of the Competitive Bid Loans with the Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Competitive Bid Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to the relevant Competitive Bid Loans, with the amount to be so released and applied on the last day of each Interest Period to be the amount of the Competitive Bid Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account).