Common use of U.S. Government Securities Clause in Contracts

U.S. Government Securities. Business Days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of (a) the Initial Revolving Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving Loan Commitment or (b) the Initial Revolving-1 Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving-1 Loan Commitment; provided, however, that in each case any such partial reduction shall be made in an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Each permanent reduction of the Initial Revolving-1 Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving-1 Loans after such reduction to the Initial Revolving-1 Loan Commitment as so reduced. Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination of the Initial Revolving Loan Commitment and the Swingline Commitment. Any reduction of the Initial Revolving-1 Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving-1 Loans and shall result in the termination of the Initial Revolving-1

U.S. Government Securities. Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Loans if such Loans are to be initially LIBORSOFR Loans and (ii) (A) in the Administrative Agentcase of any ABR Loans incurred on the Closing Date, without premium prior to 1:00 p.m. (New York City time) at least one Business Day prior written notice (or penaltytelephonic notice promptly confirmed in writing) of each Borrowing of Loans and (B) in the case of any ABR Loans incurred after the Closing Date, written notice (or telephonic notice promptly confirmed in writing) prior to cancel or reduce permanently all or 1:00 p.m. (New York City time) on the date of each Borrowing of Loans that are to be ABR Loans. Such notice (a portion “Notice of Borrowing”) shall specify (aA) the Initial Revolving Loan Commitment on a pro rata basis among aggregate principal amount of the Lenders with an Initial Revolving Loan Commitment or Loans to be made pursuant to such Borrowing, (bB) the Initial Revolving-1 Loan Commitment on a pro rata basis among date of the Lenders with an Initial Revolving-1 Loan Commitment; provided, however, that in each case any such partial reduction Borrowing (which shall be made in an amount not less than $5,000,000 and in integral multiples a Business Day), (C) whether the respective Borrowing shall consist of not less than $1,000,000. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving ABR Loans and/or LIBORSOFR Loans and, if LIBORSOFR Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction the Interest Period to the Initial Revolving Loan Commitment as so reduced, and be initially applicable thereto (if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reducedno Interest Period is selected, the Borrower shall be required deemed to deposit Cash Collateral have selected an Interest Period of one month’s duration) and (D) the amount of the then-effective Borrowing Base, the amount of the then-effective Aggregate Elected Commitment Amount, the current aggregate Total Exposures of all Lenders (without regard to the requested Borrowing) and the pro forma aggregate Total Exposures of all Lenders (giving effect to the requested Borrowing). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in a Cash Collateral account opened writing) of each proposed Borrowing of Loans, of such Lender’s Commitment Percentage thereof and of the other matters covered by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Each permanent reduction related Notice of the Initial Revolving-1 Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving-1 Loans after such reduction to the Initial Revolving-1 Loan Commitment as so reduced. Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination of the Initial Revolving Loan Commitment and the Swingline Commitment. Any reduction of the Initial Revolving-1 Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving-1 Loans and shall result in the termination of the Initial Revolving-1Borrowing.

U.S. Government Securities. Business Days’ Days prior written to a continuation of or conversion into a EurodollarSOFR Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable (other than any Notice of Conversion/Continuation that states that such notice is conditioned upon the occurrence of one or more events specified therein) and shall specify (i) the Borrowing to which such Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the Administrative Agentportions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) shall be specified for each resulting Borrowing), without premium or penalty(ii) the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day, (iii) whether the resulting Borrowing is to cancel or reduce permanently all be a Base Rate Borrowing or a portion EurodollarSOFR Borrowing, and (iv) if the resulting Borrowing is to be a EurodollarSOFR Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of (a) the Initial Revolving Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving Loan Commitment or (b) the Initial Revolving-1 Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving-1 Loan Commitment; provided, however, that in each case “Interest Period”. If any such partial reduction shall be made in Notice of Conversion/Continuation requests a EurodollarSOFR Borrowing but does not specify an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reducedInterest Period, the Borrower shall be required deemed to deposit Cash Collateral have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for EurodollarSOFR Borrowings and Base Rate Borrowings set forth in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Each permanent reduction of the Initial Revolving-1 Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving-1 Loans after such reduction to the Initial Revolving-1 Loan Commitment as so reduced. Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination of the Initial Revolving Loan Commitment and the Swingline Commitment. Any reduction of the Initial Revolving-1 Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving-1 Loans and shall result in the termination of the Initial Revolving-12.3.

U.S. Government Securities. Business Days’ prior written Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or, in each case, such later date or date which the Administrative Agent may agree to in its sole discretion). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative AgentAgent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13, and subject to Section 2.11(b), shall be without premium or penalty, to cancel or reduce permanently all or a portion of (a) . At the Initial Revolving Loan Commitment on a pro rata basis among the Lenders Borrower’s election in connection with an Initial Revolving Loan Commitment or (b) the Initial Revolving-1 Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving-1 Loan Commitment; provided, however, that in each case any such partial reduction shall be made in an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction of the Initial Revolving Loan Commitment permitted prepayment pursuant to this Section 2.11, such prepayment shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall not be applied in accordance with Section 8.2(bto any Term Loan of a Defaulting Lender (under any of subclauses (a). Each permanent reduction , (b) or (c) of the Initial Revolving-1 Loan Commitment permitted pursuant to this Section shall be accompanied by a payment definition of principal sufficient to reduce the aggregate outstanding Initial Revolving-1 Loans after such reduction to the Initial Revolving-1 Loan Commitment as so reduced. Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations“Defaulting Lender”) and shall result in be allocated ratably among the termination of the Initial Revolving Loan Commitment and the Swingline Commitment. Any reduction of the Initial Revolving-1 Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving-1 Loans and shall result in the termination of the Initial Revolving-1relevant non-Defaulting Lenders.

U.S. Government Securities. Business Days’ Days prior written notice to any date of prepayment of EurodollarTerm SOFR Loans, and (B) on the Administrative Agent, without premium or penalty, to cancel or reduce permanently all date of prepayment of ABR Loans; (ii) any prepayment of EurodollarTerm SOFR Loans shall be in a principal amount of $5,000,000 or a portion whole multiple of $1,000,000 in excess thereof; and (aiii) the Initial Revolving Loan Commitment on any prepayment of ABR Loans shall be in a pro rata basis among the Lenders with an Initial Revolving Loan Commitment principal amount of $1,000,000 or (b) the Initial Revolving-1 Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving-1 Loan Commitment; providedwhole multiple of $100,000 in excess thereof or, however, that in each case any case, if less, the entire principal amount thereof then outstanding. Each such partial reduction notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if EurodollarTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Commitment Percentage of such prepayment. The Borrower shall make such prepayment and the payment amount specified in such notice shall be made due and payable on the date specified therein (unless such notice expressly conditions such prepayment upon consummation of a refinancing transaction, disposition or other transaction which is contemplated to result in an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction prepayment of the Initial Revolving Loans, in which event such notice may be revocable or conditioned upon such consummation). Any prepayment of a EurodollarTerm SOFR Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient all accrued interest on the amount prepaid, together with any additional amounts required pursuant to reduce the aggregate outstanding Initial Revolving LoansSection 3.12. Subject to Section 3.15, Swingline Loans and Letter of Credit Obligations, as applicable, after each such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral prepayment shall be applied to the Loans of the Lenders in accordance with Section 8.2(b). Each permanent reduction of the Initial Revolving-1 Loan their respective Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving-1 Loans after such reduction to the Initial Revolving-1 Loan Commitment as so reduced. Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination of the Initial Revolving Loan Commitment and the Swingline Commitment. Any reduction of the Initial Revolving-1 Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving-1 Loans and shall result in the termination of the Initial Revolving-1Percentages.

U.S. Government Securities. Business Days’ prior written notice to Days before the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion requested date of (a) the Initial Revolving Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving Loan Commitment or (b) the Initial Revolving-1 Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving-1 Loan Commitment; provided, however, that in each case any such partial reduction shall be made in an amount not less than $5,000,000 and in integral multiples Borrowing of not less than $1,000,000. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving EurodollarTerm SOFR Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the Borrowing is to be of EurodollarTerm SOFR Loans, ABR Loans or a combination thereof and (iv) if the Borrowing is to be entirely or partly of EurodollarTerm SOFR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods for such EurodollarTerm SOFR Loans. Each Borrowing of ABR Loans shall be in an amount equal to such excess. Such Cash Collateral $1,000,000 or a higher integral multiple of $100,000, and each Borrowing of EurodollarTerm SOFR Loans shall be applied in accordance with Section 8.2(b)an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Each permanent reduction Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. In the case of any Incremental Loans to be made after the Closing Date, each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the Initial Revolving-1 Loan Commitment permitted pursuant Incremental Loans to this Section shall be accompanied by a payment of principal sufficient to reduce made on the aggregate outstanding Initial Revolving-1 Loans after such reduction to the Initial Revolving-1 Loan Commitment as so reduced. Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory relevant Increase Effective Date available to the Administrative Agent in Same Day Funds for all Letter of Credit Obligations) and shall result in the termination account of the Initial Revolving Loan Commitment and Borrower at the Swingline Commitment. Any reduction Administrative Agent’s Office prior to 1:00 p.m. Such Borrowing will then be made available to the Borrower by the Administrative Agent either by (i) crediting the account of the Initial Revolving-1 Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. The failure of any Lender to make a Loan Commitment to zero be made by it as part of any Borrowing shall be accompanied by payment not relieve any other Lender of all outstanding Initial Revolving-1 Loans and shall result in the termination its obligation to make available its share of the Initial Revolving-1such Borrowing.

U.S. Government Securities. Business Days’ Days before the requested date of such Borrowing of EurodollarTerm SOFR Loans, or (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior written to the requested date of such Borrowing of Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the Borrowing is to be of EurodollarTerm SOFR Loans, ABR, Alternative Currency Term Rate Loans, Alternative Currency Daily Rate Loans or a combination thereof, (iv) if the Borrowing is to be entirely or partly of EurodollarTerm SOFR Loans or Alternative Currency Term Rate Loans, the respective amounts of each such Type of Revolving Loan and the respective lengths of the initial Interest Periods for such EurodollarTerm SOFR Loans or Alternative Currency Term Rate Loans, and (v) the currency of the Revolving Loans to be borrowed. If the Borrower fails to specify a currency in requesting a Borrowing, then the Loans so requested shall be made in Dollars. Each Borrowing of ABR Loans (other than Swingline Loans pursuant to Section 2.8) shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each Borrowing of EurodollarTerm SOFR Loans, Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Commitment Percentage of each Borrowing available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m., without premium on the Borrowing Date requested by the Borrower on the Business Day specified in the applicable Borrowing Notice. Such Borrowing will then be made available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or penalty(ii) wire transfer of such funds, in each case in accordance with instructions provided to cancel or reduce permanently all or a portion of (aand reasonably acceptable to) the Initial Revolving Loan Commitment on a pro rata basis among Administrative Agent by the Lenders with an Initial Revolving Loan Commitment or (b) the Initial Revolving-1 Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving-1 Loan CommitmentBorrower; provided, however, that if, on the date the Borrowing Notice with respect to such Borrowing denominated in each case Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such partial reduction L/C Borrowings, and, second, shall be made in an amount not less than $5,000,000 and in integral multiples available to the Borrower as provided above. The failure of not less than $1,000,000. Each permanent reduction of the Initial any Lender to make a Revolving Loan Commitment permitted pursuant to this Section be made by it as part of any Borrowing shall be accompanied by a payment not relieve any other Lender of principal sufficient its obligation to reduce the aggregate outstanding Initial Revolving Loans, Swingline Loans and Letter make available its share of Credit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Each permanent reduction of the Initial Revolving-1 Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving-1 Loans after such reduction to the Initial Revolving-1 Loan Commitment as so reduced. Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination of the Initial Revolving Loan Commitment and the Swingline Commitment. Any reduction of the Initial Revolving-1 Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving-1 Loans and shall result in the termination of the Initial Revolving-1Borrowing.