Common use of Other Prepayments Clause in Contracts

Other Prepayments. Subject to the requirements that after giving effect to the proposed prepayment (x) there will be sufficient funds in the Collection Account to make all payments described in clauses (A) through (B) of Section 9.1(a)(i) on the next Quarterly Distribution Date and (y) there is no Commitment Shortfall, on any Business Day that is not a Quarterly Distribution Date, the Borrower may (A) not later than 2:00 p.m. (New York City time) at least one Business Day prior to the day of the proposed prepayment, provide written notice (in substantially the form attached hereto as Exhibit J, including a Borrowing Calculation Statement, and which shall contain a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.7(d) with respect to such proposed prepayment) to the Agents, prepay all or any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest (including any accrued and unpaid interest amounts), Make-Whole Fees, Minimum Utilization Fees and Unused Fees, if applicable, thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds), any amount due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds), and a prepayment fee to the Administrative Agent equal to the Make-Whole Fee; provided that any prepayments of Loans made pursuant to this clause: (A) shall (x) result in the reduction and, as applicable, termination, of the Commitments on a dollar-for-dollar basis and (y) be allocated to the Loans based on a pro rata basis and (B) on any Business Day that is not a Quarterly Distribution Date during the Revolving Period, if the Overcollateralization Ratio Test is maintained or improved after giving effect thereto, upon at least one Business Day’s notice to the Agents, prepay all or any portion of the Loans then outstanding by paying the principal amount to be prepaid (from amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest, Make-Whole Fees, Minimum Utilization Fees and Unused Fees, if applicable, thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds) and any amounts due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds); provided that any prepayments of the Loans made pursuant to this clause (B) shall not result in any reduction in the Commitments at such time and such prepaid amounts under the Loans may be re-borrowed in accordance with the terms of this Agreement. Each notice of such prepayment shall be effective upon receipt and shall be dated the date such notice is being given, signed by an Authorized Officer of the Borrower and otherwise appropriately completed. Each prepayment of any Loans by the Borrower pursuant to this Section 2.7(d) shall in each case be in a principal amount of at least $250,000 per Class or a whole multiple of $1,000 in excess thereof or, if less, the entire outstanding principal amount of such Loans. If a notice of such prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice (including any applicable prepayment fees) shall be due and payable on the date specified therein. Each prepayment pursuant to this Section 2.7(d) shall be subject to Section 2.9. All prepayments of Loans pursuant to this Section 2.7(d) shall be applied in accordance with the procedures set forth in Section 2.7(g) and shall not be subject to the Priority of Payments. Notwithstanding anything to the contrary in this Section 2.7(d), if such prepayment and/or merger is made in connection with the CLO Take-Out, the above-required notices shall be deemed given by the Borrower on the pricing date of the CLO Take-Out. On the CLO Take-Out Date, the Borrower shall prepay all or any portion of the Loans then outstanding, together with accrued interest (including any accrued and unpaid interest amounts), Minimum Utilization Fees and Unused Fees, if applicable, thereon to the date of prepayment, any accrued and unpaid amounts due pursuant to Section 2.9, if applicable, and all other accrued and unpaid Obligations in full.

Other Prepayments. Subject Notwithstanding anything to the requirements contrary contained herein, subject to the requirement that after giving effect to the proposed prepayment (xi) there will be sufficient funds in the Collection Account to make all payments described in clauses (A) through (BF) of Section 9.1(a)(i) on the next Quarterly Distribution Payment Date and (yii) there is no Commitment Shortfall, on any Business Day that is not a Quarterly Distribution Date, the Borrower may (A) not later than 2:00 p.m. (New York City at any time) , upon at least one two Business Day prior to the day of the proposed prepayment, provide written Days' notice (in substantially the form attached hereto as Exhibit J, including a Borrowing Calculation Statement, and which notice shall contain a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of the requirements set forth in clauses (i) and (ii) of this Section 2.7(d2.7(c) with respect to such proposed prepayment) to the AgentsAdministrative Agent and DBRS, prepay all or any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from with amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest (including , without penalty or premium, all or any accrued and unpaid interest amounts), Make-Whole Fees, Minimum Utilization Fees and Unused Fees, if applicable, thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds), any amount due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds), and a prepayment fee to the Administrative Agent equal to the Make-Whole Fee; provided that any prepayments of Loans made pursuant to this clause: (A) shall (x) result in the reduction and, as applicable, termination, portion of the Commitments on a dollar-for-dollar basis and (y) be allocated to the Loans based on a pro rata basis and (B) then outstanding on any Business Day that is not a Quarterly Distribution Payment Date during the Revolving Period, if the Overcollateralization Ratio Test is maintained or improved after giving effect thereto, upon at least one Business Day’s notice by paying to the Agents, prepay all or any portion of the Loans then outstanding by paying Lenders the principal amount to be prepaid (from amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest, Make-Whole Fees, Minimum Utilization Fees and Unused Fees, if applicable, interest thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds) and any amounts amount due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds)2.9; provided that the amount of any prepayments of such prepayment shall be allocated between the Class A-R Loans made pursuant to this clause (B) shall not result in any reduction in and the Commitments at such time and such prepaid amounts under Class A-T Loans based on the Loans may be re-borrowed in accordance with the terms of this AgreementPrincipal Allocation Formula. Each notice of such prepayment shall be effective upon receipt and shall be dated the date such notice is being given, signed by an Authorized Officer of the Borrower and otherwise appropriately completed. Each prepayment of any Loans Loan by the Borrower pursuant to this Section 2.7(d2.7(c) shall in each case be in a principal amount of at least $250,000 per Class or a whole multiple of $1,000 100 in excess thereof or, if less, the entire outstanding principal amount of such the Loans. If a notice of such prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice (including any applicable prepayment fees) shall be due and payable on the date specified therein. Each prepayment pursuant to this Section 2.7(d2.7(c) shall be subject to Section 2.9. All prepayments of Loans pursuant to this Section 2.7(d) shall be applied in accordance with the procedures set forth in Section 2.7(g) and shall not be subject to the Priority of Payments. Notwithstanding anything to the contrary in this Section 2.7(d), if such prepayment and/or merger is made in connection with the CLO Take-Out, the above-required notices shall be deemed given by the Borrower on the pricing date of the CLO Take-Out. On the CLO Take-Out Date, the Borrower shall prepay all or any portion of the Loans then outstanding, together with accrued interest (including any accrued and unpaid interest amounts), Minimum Utilization Fees and Unused Fees, if applicable, thereon to the date of prepayment, any accrued and unpaid amounts due pursuant to Section 2.9, if applicable, and all other accrued and unpaid Obligations in full.

Other Prepayments. Subject Notwithstanding anything to the requirements that after giving effect contrary contained herein, subject to the proposed prepayment (x) there will be sufficient funds requirement that each Coverage Test is in the Collection Account to make all payments described in clauses (A) through (B) of Section 9.1(a)(i) on the next Quarterly Distribution Date compliance and (y) there is no Commitment Shortfall, on any Business Day that is not a Quarterly Distribution DateShortfall after giving effect thereto, the Borrower may (A) not later than 2:00 p.m. (New York City at any time) , upon at least one five Business Day prior Days’ notice to the day of the proposed prepayment, provide written notice (in substantially the form attached hereto as Exhibit J, including a Borrowing Calculation Statement, Administrative Agent and which shall contain a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.7(d) with respect to such proposed prepayment) to the AgentsDBRS, prepay all or any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from with amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest (including , without penalty or premium, all or any accrued and unpaid interest amounts), Make-Whole Fees, Minimum Utilization Fees and Unused Fees, if applicable, thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds), any amount due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds), and a prepayment fee to the Administrative Agent equal to the Make-Whole Fee; provided that any prepayments of Loans made pursuant to this clause: (A) shall (x) result in the reduction and, as applicable, termination, portion of the Commitments on a dollar-for-dollar basis and (y) be allocated to the Loans based on a pro rata basis and (B) then outstanding on any Business Day that is not a Quarterly Distribution Payment Date during the Revolving Period, if the Overcollateralization Ratio Test is maintained or improved after giving effect thereto, upon at least one Business Day’s notice by paying to the Agents, prepay all or any portion of the Loans then outstanding by paying Lenders the principal amount to be prepaid (from amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest, Make-Whole Fees, Minimum Utilization Fees and Unused Fees, if applicable, interest thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds) and any amounts amount due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds); provided that any prepayments of the Loans made pursuant to this clause (B) shall not result in any reduction in the Commitments at such time and such prepaid amounts under the Loans may be re-borrowed in accordance with the terms of this Agreement2.9. Each notice of such prepayment shall be effective upon receipt and shall be dated the date such notice is being given, signed by an Authorized Officer of the Borrower and otherwise appropriately completed. Each prepayment of any Loans Loan by the Borrower pursuant to this Section 2.7(d2.7(c) shall in each case be in a principal amount of at least $250,000 per Class 1,000,000 or a whole multiple of $1,000 100,000 in excess thereof or, if less, the entire outstanding principal amount of such the Loans. If a notice of such prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice (including any applicable prepayment fees) shall be due and payable on the date specified therein. Each prepayment pursuant to this Section 2.7(d2.7(c) shall be (i) subject to Section 2.92.9 and (ii) applied to the Loans of the Lenders in accordance with their respective Percentage Share. All prepayments Prepayments of Loans pursuant to this Section 2.7(d2.7(c) shall be applied in accordance with the procedures set forth in Section 2.7(g) and shall not be subject to the Priority of Payments. Notwithstanding anything Payments except as provided pursuant to the contrary in this Section 2.7(dSections 9.1(a)(i)(L)(1)(ii), if such prepayment and/or merger is made in connection with the CLO Take-Out, the above-required notices shall be deemed given by the Borrower on the pricing date of the CLO Take-Out. On the CLO Take-Out Date, the Borrower shall prepay all or any portion of the Loans then outstanding, together with accrued interest (including any accrued 9.1(a)(i)(L)(2)(i) and unpaid interest amounts9.1(a)(ii)(B)(2), Minimum Utilization Fees and Unused Fees, if applicable, thereon to the date of prepayment, any accrued and unpaid amounts due pursuant to Section 2.9, if applicable, and all other accrued and unpaid Obligations in full.

Other Prepayments. Subject Notwithstanding anything to the requirements contrary contained herein, subject to the requirement that after giving effect to the proposed prepayment (xi) there will be sufficient funds in the Collection Account to make all payments described in clauses (A) through (BF) of Section 9.1(a)(i) on the next Quarterly Distribution Payment Date and (yii) there is no Commitment Shortfall, on any Business Day that is not a Quarterly Distribution Date, the Borrower may (A) not later than 2:00 p.m. (New York City at any time) , upon at least one two Business Day prior to the day of the proposed prepayment, provide written Days' notice (in substantially the form attached hereto as Exhibit J, including a Borrowing Calculation Statement, and which notice shall contain a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of the requirements set forth in clauses (i) and (ii) of this Section 2.7(d2.7(c) with respect to such proposed prepayment) to the AgentsAdministrative Agent and DBRS, prepay all or any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from with amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest (including , without penalty or premium, all or any accrued and unpaid interest amounts), Make-Whole Fees, Minimum Utilization Fees and Unused Fees, if applicable, thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds), any amount due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds), and a prepayment fee to the Administrative Agent equal to the Make-Whole Fee; provided that any prepayments of Loans made pursuant to this clause: (A) shall (x) result in the reduction and, as applicable, termination, portion of the Commitments on a dollar-for-dollar basis and (y) be allocated to the Loans based on a pro rata basis and (B) then outstanding on any Business Day that is not a Quarterly Distribution Payment Date during the Revolving Period, if the Overcollateralization Ratio Test is maintained or improved after giving effect thereto, upon at least one Business Day’s notice by paying to the Agents, prepay all or any portion of the Loans then outstanding by paying Lenders the principal amount to be prepaid (from amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest, Make-Whole Fees, Minimum Utilization Fees and Unused Fees, if applicable, interest thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds) and any amounts amount due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds); provided that any prepayments of the Loans made pursuant to this clause (B) shall not result in any reduction in the Commitments at such time and such prepaid amounts under the Loans may be re-borrowed in accordance with the terms of this Agreement2.9. Each notice of such prepayment shall be effective upon receipt and shall be dated the date such notice is being given, signed by an Authorized Officer of the Borrower and otherwise appropriately completed. Each prepayment of any Loans Loan by the Borrower pursuant to this Section 2.7(d2.7(c) shall in each case be in a principal amount of at least $250,000 per Class or a whole multiple of $1,000 100 in excess thereof or, if less, the entire outstanding principal amount of such the Loans. If a notice of such prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice (including any applicable prepayment fees) shall be due and payable on the date specified therein. Each prepayment pursuant to this Section 2.7(d2.7(c) shall be (i) subject to Section 2.92.9 and (ii) applied to the Loans of the Lenders in accordance with their respective Percentage Shares. All prepayments Prepayments of Loans pursuant to this Section 2.7(d2.7(c) shall be applied in accordance with the procedures set forth in Section 2.7(g) and shall not be subject to the Priority of Payments. Notwithstanding anything Payments except as provided pursuant to the contrary in this Section 2.7(dSections 9.1(a)(i)(M)(1)(ii), if such prepayment and/or merger is made in connection with the CLO Take-Out, the above-required notices shall be deemed given by the Borrower on the pricing date of the CLO Take-Out. On the CLO Take-Out Date, the Borrower shall prepay all or any portion of the Loans then outstanding, together with accrued interest (including any accrued 9.1(a)(i)(M)(2)(i) and unpaid interest amounts9.1(a)(ii)(B)(2), Minimum Utilization Fees and Unused Fees, if applicable, thereon to the date of prepayment, any accrued and unpaid amounts due pursuant to Section 2.9, if applicable, and all other accrued and unpaid Obligations in full.