Common use of Terms of All Prepayments Clause in Contracts

Terms of All Prepayments. Upon the prepayment of any Loan (whether such prepayment is an optional prepayment under Section 2.06(b), a mandatory prepayment required by Section 2.06(c) or a mandatory prepayment required by any other provision of this Agreement or the other Credit Documents, including a prepayment upon acceleration), the Borrower shall pay (i) if a LIBOR Loan or LIBOR Portion is being prepaid under Section 2.06(b) or Section 2.06(c), to the Administrative Agent for the account of the Lender that made such LIBOR Loan or LIBOR Portion all accrued interest to the date of such prepayment on the amount prepaid, (ii) if a prepayment is made upon acceleration, to the Administrative Agent for the account of the Lender that made such Loan all accrued interest and fees to the date of such prepayment on the amount prepaid and (iii) to such Lender if such prepayment is the prepayment of a LIBOR Loan or of a LIBOR Portion on a day other than the last day of an Interest Period for such LIBOR Loan or such LIBOR Portion, all amounts payable to such Lender pursuant to Section 2.13. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of such Rate Contract (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such prepayment, and may require the Borrower to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of such Rate Contract (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such prepayment, and may require the Borrower to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise.

Terms of All Prepayments. Upon the prepayment of any Loan (whether such prepayment is an optional prepayment under Section 2.06(bOptional Prepayment or a Mandatory Prepayment), a mandatory prepayment required by Section 2.06(c) or a mandatory prepayment required by any other provision of this Agreement or the other Credit Documents, including a prepayment upon acceleration), the Borrower shall pay (i) if a LIBOR Loan or LIBOR Portion is being prepaid under Section 2.06(b) or Section 2.06(c), to the Administrative Agent for the account of the Lender that Bank which made such LIBOR Loan, the Lender Group Agent for the Lender Group which made such Loan or LIBOR Portion and/or the applicable Hedge Bank, as the case may be, (i) all accrued interest to the date of such prepayment on the amount being prepaid, (ii) if a prepayment is made upon acceleration, to the Administrative Agent for the account of the Lender that made such Loan all accrued interest and fees to the date of such prepayment on the amount prepaid and being prepaid, (iii) to the extent required by the terms of the applicable Interest Rate Agreement, all Hedge Breaking Fees owed by Borrower to such Bank, such Lender Group Agent's CP Conduit and Related Bank or such Hedge Bank as a result of such prepayment and (iv) if such prepayment is the prepayment of a LIBOR Loan or of a LIBOR Portion on a day other than the last day of an Interest Period for such LIBOR Loan or such LIBOR PortionLoan, all amounts payable to Liquidation Costs incurred by such Bank or by such Lender pursuant to Section 2.13. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force Group Agent's CP Conduit and effect subject to the terms of such Rate Contract (including provisions that may require Related Bank as a reduction, modification or early termination of a swap transaction, in whole or in part, in the event result of such prepayment. Notwithstanding the foregoing, but only in respect of any Mandatory Prepayment, Borrower shall have the right (so long as neither any Borrower Inchoate Default under Section 7.1.1 nor any Borrower Event of Default shall have occurred and may require be continuing), by giving five Banking Days' notice to Administrative Agent, in lieu of prepaying a LIBOR Loan on a day other than the Borrower to pay any fees or other amounts last day of an Interest Period for such reductionLIBOR Loan, modification to deposit or early termination)cause Administrative Agent to deposit, and no such fees or amounts into the Prepayment Account an amount equal to the LIBOR Loan to be prepaid. Such funds shall be deemed a penalty hereunder or otherwise. Any prepayment held in the Prepayment Account until the expiration of the Interest Period applicable to the LIBOR Loan to be prepaid at which time the amount deposited in the Prepayment Account shall be without prejudice used to prepay such LIBOR Loan and any interest accrued on such amount shall be applied as described in clause (i) of the Borrower’s obligations under any Rate Contract, which first sentence of this Section 2.1.8 (a) The deposit of amounts into the Prepayment Account shall remain in full force not constitute a prepayment of Loans and effect subject all Loans to be prepaid using the terms of proceeds from such Rate Contract (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in account shall continue to accrue interest at the event of such prepayment, and may require the Borrower to pay any fees or other amounts then applicable interest rate for such reduction, modification or early termination), and no such fees or amounts Loans until actually prepaid. All prepayments of Construction Loans shall be deemed a penalty hereunder or otherwise.applied to reduce the remaining payments required under Section 2.1.1

Terms of All Prepayments. (i) Upon the prepayment of any Loan (whether such prepayment is an optional prepayment under Section 2.06(b), a mandatory prepayment required by Section 2.06(c2.1.6(b) or a mandatory prepayment required by any other provision of this Agreement or the other Credit Documents, including a prepayment upon accelerationMandatory Prepayment), the Borrower shall pay (i) if a LIBOR Loan or LIBOR Portion is being prepaid under Section 2.06(b) or Section 2.06(c), to the Administrative Agent for the account of the Lender that Bank which made such LIBOR Loan or LIBOR Portion Loan, (A) all accrued interest to the date of such prepayment on the amount of such Loan prepaid, (iiB) if a prepayment is made upon acceleration, to the Administrative Agent for the account of the Lender that made such Loan all accrued interest and fees to the date of such prepayment on relating to the amount prepaid of such Loan being prepaid, (C) any applicable Make-Whole Premiums, and (iiiD) to such Lender if such prepayment is the prepayment of a LIBOR Loan or of a LIBOR Portion on a day other than the last day of an Interest Period for such LIBOR Loan or such LIBOR PortionLoan, all amounts payable to Liquidation Costs incurred by such Lender Bank as a result of such prepayment (pursuant to Section 2.13. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of such Rate Contract Section 2.6). (including provisions that may require a reductionii) Notwithstanding the foregoing, modification or early termination but only in respect of a swap transactionany Mandatory Prepayment, Borrower shall have the right, by giving five Banking Days' notice to Administrative Agent, in whole or in part, in lieu of prepaying a LIBOR Loan on a day other than the event last day of such prepayment, and may require the Borrower to pay any fees or other amounts an Interest Period for such reductionLIBOR Loan, modification to deposit or early termination), and no such fees or amounts cause Administrative Agent to deposit into an account to be held by Depositary Agent (which account shall be deemed subjected to the Lien of the Collateral Documents in a penalty hereunder or otherwisemanner reasonably satisfactory to Administrative Agent) an amount equal to the LIBOR Loans to be prepaid. Any prepayment Such funds shall be without prejudice held in such account until the expiration of the Interest Period applicable to the Borrower’s obligations under LIBOR Loan to be prepaid at which time the amount deposited in such account shall be used to prepay such LIBOR Loan and any Rate Contract, which interest accrued on such amount shall remain in full force be deposited into the Revenue Account. The deposit of amounts into such account shall not constitute a prepayment of Loans and effect subject all Loans to be prepaid using the terms of proceeds from such Rate Contract (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in account shall continue to accrue interest at the event of such prepayment, and may require the Borrower to pay any fees or other amounts then applicable interest rate for such reductionLoans until actually prepaid. All amounts in such account shall only be invested in Permitted Investments as directed by and at the expense and risk of Borrower. (iii) Except as otherwise specifically set forth herein, modification or early termination), and no such fees or amounts all prepayments of Loans shall be deemed a penalty hereunder or otherwiseapplied to reduce the remaining payments required under Section 2.1.1 (d) in inverse order of maturity. Borrower may not re-borrow the principal amount of any Loan which is prepaid.

Terms of All Prepayments. Upon the prepayment of any Loan (whether such prepayment is an optional prepayment under Section 2.06(b), a mandatory prepayment required by Section 2.06(c2.1.7(b) or a mandatory prepayment required by any other provision of this Agreement or the other Credit Documents, including a prepayment upon accelerationMandatory Prepayment), the Borrower shall pay (i) if a LIBOR Loan or LIBOR Portion is being prepaid under Section 2.06(b) or Section 2.06(c), to the Administrative Agent for the account of the Lender that Bank which made such LIBOR Loan or LIBOR Portion Loan, as applicable, (i) all accrued interest to the date of such prepayment on the amount prepaid, (ii) if a prepayment is made upon acceleration, to the Administrative Agent for the account of the Lender that made such Loan all accrued interest and fees to the date of such prepayment on of the amount prepaid being prepaid, and (iii) to such Lender if such prepayment is the prepayment of a LIBOR Loan or of a LIBOR Portion on a day other than the last day of an Interest Period for such LIBOR Loan or such LIBOR PortionLoan, all amounts payable to Liquidation Costs incurred by such Lender pursuant to Section 2.13. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of such Rate Contract (including provisions that may require Bank as a reduction, modification or early termination of a swap transaction, in whole or in part, in the event result of such prepayment. Notwithstanding the foregoing, and may require Borrower shall have the Borrower right, by giving five Banking Days' notice to pay any fees or Administrative Agent, in lieu of prepaying a LIBOR Loan on a day other amounts than the last day of an Interest Period for such reductionLIBOR Loan, modification to deposit or early termination)cause Administrative Agent to deposit, and no such fees or amounts into an account to be held by Depositary Agent (which account shall be deemed subjected to the Lien of the Collateral Documents in a penalty hereunder or otherwisemanner satisfactory to Administrative Agent) an amount equal to the LIBOR Loans to be prepaid. Any prepayment Such funds shall be without prejudice held in such account until the expiration of the Interest Period applicable to the Borrower’s obligations under LIBOR Loan to be prepaid at which time the amount deposited in such account shall be used to prepay such LIBOR Loan and any Rate Contract, which interest accrued on such amount shall remain in full force and effect subject to the terms of such Rate Contract (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, be deposited in the event Revenue Account. The deposit of amounts into such prepayment, account shall not constitute a prepayment of Loans and may require all Loans to be prepaid using the Borrower proceeds from such account shall continue to pay any fees or other amounts accrue interest at the then applicable interest rate for such reduction, modification or early termination), Loans until actually prepaid. All amounts in such account shall only be invested in Permitted Investments as directed by and no such fees or amounts shall be deemed a penalty hereunder or otherwiseat the expense and risk of Borrower. Borrower may reborrow the principal amount of any Loan which is prepaid.

Terms of All Prepayments. (i) Upon the prepayment of any Loan (whether such prepayment is an optional prepayment under Section 2.06(b), a mandatory prepayment required by Section 2.06(c2.1.10(b) or a mandatory prepayment required by any other provision of this Agreement or the other Credit Documents, including a prepayment upon accelerationMandatory Prepayment), the Borrower Borrowers shall pay (i) if a LIBOR Loan or LIBOR Portion is being prepaid under Section 2.06(b) or Section 2.06(c), to the Administrative Agent for the account of the Lender that which made such LIBOR Loan or LIBOR Portion Swap Bank, as applicable, (A) all accrued interest to the date of such prepayment on the amount of such Loan prepaid, (iiB) if a prepayment is made upon acceleration, to the Administrative Agent for the account of the Lender that made such Loan all accrued interest and fees to the date of such prepayment on relating to the amount prepaid and of such Loan being prepaid, (iiiC) to the extent required by the terms of the applicable Swap Agreement, all Swap Breaking Fees owed by Borrowers to such Lender or Swap Bank, as applicable, as a result of such prepayment, and (D) if such prepayment is the prepayment of a LIBOR Loan or of a LIBOR Portion on a day other than the last day of an Interest Period for such LIBOR Loan or such LIBOR PortionLoan, all amounts payable to LIBOR Breakage Costs incurred by such Lender as a result of such prepayment (pursuant to Section 2.13. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of such Rate Contract Section 2.8.1.). (including provisions that may require a reductionii) Notwithstanding the foregoing, modification or early termination but only in respect of a swap transactionany Mandatory Prepayment, Borrowers shall have the right, by giving five Business Days’ notice to Administrative Agent, in whole lieu of prepaying a LIBOR Loan on a day other than the last day of an Interest Period for such LIBOR Loan, to deposit or cause Administrative Agent to deposit into a dedicated account to be held by Administrative Agent (which account shall be subjected to the Lien of the Collateral Documents in parta manner reasonably satisfactory to Administrative Agent) an amount equal to the LIBOR Loans to be prepaid; such funds shall be held in such account until the expiration of the Interest Period applicable to the LIBOR Loan to be prepaid at which time the amount deposited in such account shall be used to prepay such LIBOR Loan and any interest accrued on such amount shall be deposited into the Revenue Account. The deposit of amounts into such dedicated account shall be deemed to satisfy Borrowers’ obligation to make the relevant Mandatory Prepayment on its due date, but shall not, however, constitute a prepayment of Loans and all Loans to be prepaid using the proceeds from such account shall continue to accrue interest at the then applicable interest rate for such Loans until actually prepaid. All amounts in such account shall only be invested in Permitted Investments as directed by and at the expense and risk of Borrowers. (iii) Except as otherwise specifically set forth herein, all prepayments of Term Loans shall be applied to reduce the remaining payments required under Section 2.1.2(d) in inverse order of maturity. Borrowers may not re-borrow the principal amount of any Construction Loan, Renegy Term Loan or Term Loan which is prepaid. In connection with any optional prepayments or optional redemption of Bonds, Borrowers shall terminate or partially terminate Swap Agreements such that the notional amount under all of the Swap Agreements will not exceed, in the event aggregate on any Payment Date, the principal amount of Loans and Bonds outstanding on such prepaymentPayment Date, and may require the Borrower after giving effect to pay any fees such prepayment or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of such Rate Contract (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such prepayment, and may require the Borrower to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwiseredemption.

Terms of All Prepayments. Upon the prepayment of any Loan (whether such prepayment is an optional prepayment under Section 2.06(b), a mandatory prepayment required by Section 2.06(c) or a mandatory prepayment required by any other provision of this Agreement or the other Credit Documents, including a prepayment upon acceleration), the Borrower shall pay (i) if a LIBOR Term SOFR Loan or LIBOR Term SOFR Portion is being prepaid under Section 2.06(b) or Section 2.06(c), to the Administrative Agent for the account of the Lender that made such LIBOR Term SOFR Loan or LIBOR Term SOFR Portion all accrued interest to the date of such prepayment on the amount prepaid, (ii) if a prepayment is made upon acceleration, to the Administrative Agent for the account of the Lender that made such Loan all accrued interest and fees to the date of such prepayment on the amount prepaid and (iii) to such Lender if such prepayment is the prepayment of a LIBOR Term SOFR Loan or of a LIBOR Term SOFR Portion on a day other than the last day of an Interest Period for such LIBOR Term SOFR Loan or such LIBOR Term SOFR Portion, all amounts payable to such Lender pursuant to Section 2.13. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of such Rate Contract (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such prepayment, and may require the Borrower to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of such Rate Contract (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such prepayment, and may require the Borrower to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise.

Terms of All Prepayments. (i) Upon the prepayment of any Loan (whether such prepayment is an optional prepayment under Section 2.06(bOptional Prepayment or a Mandatory Prepayment), a mandatory prepayment required by Section 2.06(c) or a mandatory prepayment required by any other provision of this Agreement or the other Credit Documents, including a prepayment upon acceleration), the Borrower shall pay (i) if a LIBOR Loan or LIBOR Portion is being prepaid under Section 2.06(b) or Section 2.06(c), to the Administrative Agent for the account of the Lender that which made such LIBOR Loan or LIBOR Portion Hedge Bank, as applicable, (A) all accrued interest to the date of such prepayment on the amount of such Loan prepaid, (iiB) if a prepayment is made upon acceleration, to the Administrative Agent for the account of the Lender that made such Loan all accrued interest and fees to the date of such prepayment on relating to the amount prepaid of such Loan being prepaid, (C) to the extent required by the terms of the applicable Interest Rate Agreement, all Hedge Breaking Fees owed by Borrower to such Hedge Bank as a result of such prepayment, and (iiiD) to such Lender if such prepayment is the prepayment of a LIBOR Loan or of a LIBOR Portion on a day other than the last day of an Interest Period for such LIBOR Loan or such LIBOR PortionLoan, all amounts payable to Liquidation Costs incurred by such Lender as a result of such prepayment (pursuant to Section 2.13. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of such Rate Contract Section 2.8). (including provisions that may require a reductionii) Notwithstanding the foregoing, modification or early termination but only in respect of a swap transactionany Mandatory Prepayment, Borrower shall have the right, by giving five Banking Days’ notice to Administrative Agent, in whole lieu of prepaying a LIBOR Loan on a day other than the last day of an Interest Period for such LIBOR Loan, to deposit or cause Administrative Agent to deposit into an account to be held by Depositary Agent (which account shall be subjected to the Lien of the Collateral Documents in parta manner reasonably satisfactory to Collateral Agent) an amount equal to the LIBOR Loans to be prepaid. Such funds shall be held in such account until the expiration of the Interest Period applicable to the LIBOR Loan to be prepaid at which time the amount deposited in such account shall be used to prepay such LIBOR Loan and any interest accrued on such amount shall be deposited into the Revenue Account. The deposit of amounts into such account shall not constitute a prepayment of Loans and all Loans to be prepaid using the proceeds from such account shall continue to accrue interest at the then applicable interest rate for such Loans until actually prepaid. All amounts in such account shall only be invested in Permitted Investments as directed by and at the expense and risk of Borrower. (iii) Except as otherwise specifically set forth herein, (A) all prepayments of Term Loans shall be applied to reduce the remaining payments required under Section 2.1.1 (c) (1) with respect to Mandatory Prepayments, in inverse order of maturity and (2) with respect to Optional Prepayments, on a pro rata basis to remaining amortization payments and the event of such prepaymentpayments at final maturity thereof, and may require the Borrower to pay (B) any fees prepayment of Term Loans, DSR LC Loans or other amounts for such reductionSecurity Fund LC Loans, modification or early termination)respectively, and no such fees or amounts shall be deemed a penalty hereunder applied first to any Term Loans, DSR LC Loans or otherwise. Any prepayment shall be without prejudice Security Fund LC Loans, as applicable, that are Base Rate Loans and then to the Borrower’s obligations under any Rate ContractTerm Loans, which shall remain in full force and effect subject to the terms of such Rate Contract (including provisions DSR LC Loans or Security Fund LC Loans, as applicable, that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such prepayment, and may require the Borrower to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwiseare LIBOR Loans.

Terms of All Prepayments. (i) Upon the prepayment of any Loan (whether such prepayment is an optional prepayment under Section 2.06(b), a mandatory prepayment required by Section 2.06(c2.1.10(b) or a mandatory prepayment required by any other provision of this Agreement or the other Credit Documents, including a prepayment upon accelerationMandatory Prepayment), the Borrower Borrowers shall pay (i) if a LIBOR Loan or LIBOR Portion is being prepaid under Section 2.06(b) or Section 2.06(c), to the Administrative Agent for the account of the Lender that which made such LIBOR Loan or LIBOR Portion Swap Bank, as applicable, (A) all accrued interest to the date of such prepayment on the amount of such Loan prepaid, (iiB) if a prepayment is made upon acceleration, to the Administrative Agent for the account of the Lender that made such Loan all accrued interest and fees to the date of such prepayment on relating to the amount prepaid and of such Loan being prepaid, (iiiC) to the extent required by the terms of the applicable Swap Agreement, all Swap Breaking Fees owed by Borrowers to such Lender or Swap Bank, as applicable, as a result of such prepayment, and (D) if such prepayment is the prepayment of a LIBOR Loan or of a LIBOR Portion on a day other than the last day of an Interest Period for such LIBOR Loan or such LIBOR PortionLoan, all amounts payable to LIBOR Breakage Costs incurred by such Lender as a result of such prepayment (pursuant to Section 2.13. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of such Rate Contract Section 2.8.1.). (including provisions that may require a reductionii) Notwithstanding the foregoing, modification or early termination but only in respect of a swap transactionany Mandatory Prepayment, Borrowers shall have the right, by giving five Business Days' notice to Administrative Agent, in whole lieu of prepaying a LIBOR Loan on a day other than the last day of an Interest Period for such LIBOR Loan, to deposit or cause Administrative Agent to deposit into a dedicated account to be held by Administrative Agent (which account shall be subjected to the Lien of the Collateral Documents in parta manner reasonably satisfactory to Administrative Agent) an amount equal to the LIBOR Loans to be prepaid; such funds shall be held in such account until the expiration of the Interest Period applicable to the LIBOR Loan to be prepaid at which time the amount deposited in such account shall be used to prepay such LIBOR Loan and any interest accrued on such amount shall be deposited into the Revenue Account. The deposit of amounts into such dedicated account shall be deemed to satisfy Borrowers' obligation to make the relevant Mandatory Prepayment on its due date, but shall not, however, constitute a prepayment of Loans and all Loans to be prepaid using the proceeds from such account shall continue to accrue interest at the then applicable interest rate for such Loans until actually prepaid. All amounts in such account shall only be invested in Permitted Investments as directed by and at the expense and risk of Borrowers. (iii) Except as otherwise specifically set forth herein, all prepayments of Term Loans shall be applied to reduce the remaining payments required under Section 2.1.2(d) in inverse order of maturity. Borrowers may not re-borrow the principal amount of any Construction Loan, Renegy Term Loan or Term Loan which is prepaid. In connection with any optional prepayments or optional redemption of Bonds, Borrowers shall terminate or partially terminate Swap Agreements such that the notional amount under all of the Swap Agreements will not exceed, in the event aggregate on any Payment Date, the principal amount of Loans and Bonds outstanding on such prepaymentPayment Date, and may require the Borrower after giving effect to pay any fees such prepayment or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of such Rate Contract (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such prepayment, and may require the Borrower to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwiseredemption.

Terms of All Prepayments. (i) Upon the prepayment of any Loan (whether such prepayment is an optional prepayment under Section 2.06(bOptional Prepayment or a Mandatory Prepayment), a mandatory prepayment required by Section 2.06(c) or a mandatory prepayment required by any other provision of this Agreement or the other Credit Documents, including a prepayment upon acceleration), the Borrower shall pay (i) if a LIBOR Loan or LIBOR Portion is being prepaid under Section 2.06(b) or Section 2.06(c), to the Administrative Agent for the account of the Lender that which made such LIBOR Loan or LIBOR Portion (A) all accrued interest to the date of such prepayment on the amount of such Loan prepaid, (iiB) if a such prepayment is made upon acceleration, an Optional Prepayment prior to the Administrative Agent for the account six-month anniversary of the Lender that made such Loan all accrued interest and fees Closing Date or a Mandatory Prepayment pursuant to Section 2.1.6(c)(v), 1.00% of the date of such prepayment on the principal amount prepaid being prepaid, and (iiiC) to such Lender if such prepayment is the prepayment of a LIBOR Loan or of a LIBOR Portion on a day other than the last day of an Interest Period for such LIBOR Loan or such LIBOR PortionLoan, all amounts payable to Liquidation Costs incurred by such Lender as a result of such prepayment (pursuant to Section 2.13. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of Section 2.7). (ii) Notwithstanding the foregoing, but only in respect of any Mandatory Prepayment, Borrower shall have the right, by giving three (3) Banking Days’ notice to Administrative Agent, in lieu of prepaying a LIBOR Loan on a day other than the last day of an Interest Period for such Rate Contract LIBOR Loan, to deposit or cause Administrative Agent to deposit into the Prepayment Account (including provisions that as defined in the Depositary Agreement) an amount equal to the LIBOR Loans to be prepaid together with (x) accrued but unpaid interest payable, and (y) any Swap Termination Payments anticipated to be payable to any Secured Swap Counterparty pursuant to Section 2.1.6(a)(iii), in each case in connection with such prepayment. Such funds shall be held in the Prepayment Account until the expiration of the Interest Period applicable to the LIBOR Loan to be prepaid, at which time the amount deposited in such account shall be applied to prepay such LIBOR Loan and to make such Swap Termination Payments, as applicable, and any interest accrued on such amount shall be deposited into the Revenue Account. The deposit of amounts into the Prepayment Account to be held by Depositary Agent for the Mandatory Prepayment of LIBOR Loans as described above shall not constitute a prepayment of Loans, and all Loans to be prepaid using the proceeds from such account shall continue to accrue interest at the then-applicable interest rate for such Loans until actually prepaid. All amounts in such account shall only be invested in Permitted Investments under clause (a) of the definition thereof as directed, in writing, by and at the expense and risk of Borrower in accordance with the Depositary Agreement. (iii) If any prepayment of Loans is made pursuant to this Section 2.1.6 and such prepayment would result in the aggregate notional amounts under the Permitted Swap Agreements exceeding the amounts permitted pursuant to Section 5.13.2, then the Borrower (x) shall terminate, or to the extent permitted by the applicable Permitted Swap Agreement, transfer or novate, a portion of one or more Permitted Swap Agreements such that, after giving pro forma effect to any such prepayment, the aggregate notional amount of the Permitted Swap Agreements satisfies the maximum hedging requirements of the Borrower pursuant to Section 5.13.2 and (y) may require apply a reductionportion of the proceeds to be prepaid to terminate or, modification to the extent permitted by the applicable Permitted Swap Agreements, transfer or novate a portion of the Permitted Swap Agreements, such that, after giving pro forma effect to such prepayment of Loans, the aggregate notional amount of the Permitted Swap Agreements is not less than the minimum hedging requirements of the Borrower pursuant to Section 5.13.1. Any such early termination of Permitted Swap Agreements shall be on a swap transactionpro rata basis among all of the Permitted Swap Agreements, according to the notional amounts then outstanding under each such Permitted Swap Agreement; provided, however, that nothing in whole or in part, in the event of such prepayment, and may this clause shall require the Borrower to pay terminate any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts Permitted Swap Agreements except to the extent required pursuant to Section 5.13.2. (iv) (A) all Optional Prepayments shall be deemed a penalty hereunder or otherwise. Any prepayment shall be without prejudice applied as directed by Borrower (or, if no direction is given, to the Borrower’s obligations scheduled principal payments under any Rate Contract, which shall remain Section 2.1.1(d) in full force and effect subject to the terms direct order of such Rate Contract (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such prepayment, and may require the Borrower to pay any fees or other amounts for such reduction, modification or early terminationmaturity), and no such fees or amounts shall be deemed a penalty hereunder or otherwise.;

Terms of All Prepayments. (i) Upon the prepayment of any Loan (whether such prepayment is an optional prepayment under Section 2.06(bOptional Prepayment or a Mandatory Prepayment), a mandatory prepayment required by Section 2.06(c) or a mandatory prepayment required by any other provision of this Agreement or the other Credit Documents, including a prepayment upon acceleration), the Borrower shall pay (i) if a LIBOR Loan or LIBOR Portion is being prepaid under Section 2.06(b) or Section 2.06(c), to the Administrative Agent for the account of the Lender that which made such LIBOR Loan or LIBOR Portion (A) all accrued interest to the date of such prepayment on the amount of such Loan prepaid, (iiB) if a such prepayment is made upon accelerationan Optional Prepayment or a Mandatory Prepayment pursuant to Section 2.1.6(c)(iii), 1.00% of the principal amount being prepaid prior to the Administrative Agent for the account six-month anniversary of the Lender that made such Loan all accrued interest Closing Date and fees to 0.05% of the date of such prepayment on the principal amount being prepaid thereafter, and (iiiC) to such Lender if such prepayment is the prepayment of a LIBOR Loan or of a LIBOR Portion on a day other than the last day of an Interest Period for such LIBOR Loan or such LIBOR PortionLoan, all amounts payable to Liquidation Costs incurred by such Lender as a result of such prepayment (pursuant to Section 2.13. Any prepayment shall be without prejudice to the Borrower’s obligations under any Rate Contract, which shall remain in full force and effect subject to the terms of Section 2.7). (ii) Notwithstanding the foregoing, but only in respect of any Mandatory Prepayment, Borrower shall have the right, by giving three (3) Banking Days’ notice to Administrative Agent, in lieu of prepaying a LIBOR Loan on a day other than the last day of an Interest Period for such Rate Contract LIBOR Loan, to deposit or cause Administrative Agent to deposit into the Prepayment Account (including provisions that as defined in the Depositary Agreement) an amount equal to the LIBOR Loans to be prepaid together with (x) accrued but unpaid interest payable, and (y) any Swap Termination Payments anticipated to be payable to any Secured Swap Counterparty pursuant to Section 2.1.6(a)(iii), in each case in connection with such prepayment. Such funds shall be held in the Prepayment Account until the expiration of the Interest Period applicable to the LIBOR Loan to be prepaid, at which time the amount deposited in such account shall be applied to prepay such LIBOR Loan and to make such Swap Termination Payments, as applicable, and any interest accrued on such amount shall be deposited into the Revenue Account. The deposit of amounts into the Prepayment Account to be held by Depositary Agent for the Mandatory Prepayment of LIBOR Loans as described above shall not constitute a prepayment of Loans, and all Loans to be prepaid using the proceeds from such account shall continue to accrue interest at the then-applicable interest rate for such Loans until actually prepaid. All amounts in such account shall only be invested in Permitted Investments under clause (a) of the definition thereof as directed, in writing, by and at the expense and risk of Borrower in accordance with the Depositary Agreement. (iii) If any prepayment of Loans is made pursuant to this Section 2.1.6 and such prepayment would result in the aggregate notional amounts under the Permitted Swap Agreements exceeding the amounts permitted pursuant to Section 5.15.2, then the Borrower (x) shall terminate, or to the extent permitted by the applicable Permitted Swap Agreement, transfer or novate, a portion of one or more Permitted Swap Agreements such that, after giving pro forma effect to any such prepayment, the aggregate notional amount of the Permitted Swap Agreements satisfies the maximum hedging requirements of the Borrower pursuant to Section 5.15.2 and (y) may require apply a reductionportion of the proceeds to be prepaid to terminate or, modification to the extent permitted by the applicable Permitted Swap Agreements, transfer or novate a portion of the Permitted Swap Agreements, such that, after giving pro forma effect to such prepayment of Loans, the aggregate notional amount of the Permitted Swap Agreements is not less than the minimum hedging requirements of the Borrower pursuant to Section 5.15.1. Any such early termination of Permitted Swap Agreements shall be on a swap transactionpro rata basis among all of the Permitted Swap Agreements, according to the notional amounts then outstanding under each such Permitted Swap Agreement; provided, however, that nothing in whole or in part, in the event of such prepayment, and may this clause shall require the Borrower to pay terminate any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts Permitted Swap Agreements except to the extent required pursuant to Section 5.15.2. (iv) (A) all Optional Prepayments shall be deemed a penalty hereunder or otherwise. Any prepayment shall be without prejudice applied as directed by Borrower (or, if no direction is given, to the Borrower’s obligations scheduled principal payments under any Rate Contract, which shall remain Section 2.1.1(d) in full force and effect subject to the terms direct order of such Rate Contract (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such prepayment, and may require the Borrower to pay any fees or other amounts for such reduction, modification or early terminationmaturity), and no such fees or amounts shall be deemed a penalty hereunder or otherwise.;