7Prepayment Sample Clauses
7Prepayment. This Note may be prepaid at any time without penalty. The Holder’s conversion rights herein shall not be affected in any way until the Note is fully paid (funds received by the Holder).
Prepayment (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.
Mandatory Prepayment The outstanding Obligations shall be subject to prepayment as follows: (a) If on any date any Loan Party or any of its Subsidiaries shall have received Net Proceeds in excess of $2,500,000 from any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction ) of any of its assets (other than the sale of assets (other than Real Estate, Capital Stock and Intellectual Property) in the ordinary course of business and the transfer of any assets among Stores and other locations of the Loan Parties or any of their Subsidiaries), to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five (5) Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless the proceeds therefrom are utilized for purposes of replacing or repairing the assets in respect of which such proceeds were received or reinvesting in assets used in any Loan Party’s or any of its Subsidiaries’ business (any such application of proceeds, a “Proceeds Reinvestment”) within twelve (12) months of the receipt of such proceeds (or if a letter of intent or other binding commitment to reinvest such proceeds is entered into within the later of twelve (12) months of receipt of such proceeds and 180 days from the date of such letter of intent or other binding commitment) (such time period, with respect to such proceeds, the “Reinvestment Period”); or (b) If on any date any Loan Party or any of its Subsidiaries shall have received Net Proceeds in excess of $2,500,000 from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any of its assets, to the extent that such Net Proceeds are not required to be applied to the payment of obligations of the Borrower or other borrowers under the ABL Facility, an amount equal to 100% of such Net Proceeds shall be applied within five (5) Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f) unless (i) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent, or (ii) the proceeds therefrom are utilized for purposes of replacing or repairing the assets in respect of which such proceeds, awards or payments were received or reinvesting in assets used in any Loan Party’s or any of its Subsidiaries’ business within twelve (12) months of the receipt of such proceeds (or if a letter of intent or other binding commitment to reinvest such proceeds is entered into within the later of twelve (12) months of receipt of such proceeds and 180 days from the date of such letter of intent or other binding commitment); (c) If on any date any Loan Party or any of its Subsidiaries shall have received Net Proceeds (other than Excluded Net Proceeds) from the incurrence of any Indebtedness of the Borrower or any of its Restricted Subsidiaries (other than Permitted Indebtedness (other than Permitted Indebtedness as described in clause (k)(ii)), an amount equal to 100% of such Net Proceeds shall be applied within five (5) Business Days after such date toward the prepayment of Term Loans as set forth in SECTION 2.17(f); and (d) If, for any Fiscal Year of Holdings commencing with the Fiscal Year ending December 31, 2008, there shall be Excess Cash Flow, the Loan Parties shall, on the relevant Excess Cash Flow Application Date (as defined below), apply the difference of (i) the ECF Percentage of such Excess Cash Flow less (ii) the aggregate amount of all optional prepayments of the Term Loans during such Fiscal Year, toward the prepayment of the Term Loans as set forth in SECTION 2.17(f). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five (5) Business Days after the date on which Consolidated financial statements of Holdings and its Subsidiaries have been delivered pursuant to SECTION 5.01(a).
Prepayment of Loans (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing by such Borrower in whole or in part, subject to prior notice in accordance with paragraph (c) of this Section. (b) In the event and on such occasion that on any Business Day the Revolving Exposure Limitations are exceeded for any reason, each Borrower shall immediately repay such of its outstanding Loans and/or Cash Collateralize such of the outstanding Letters of Credit issued for the account of such Borrower as shall be required to ensure that the Revolving Exposure Limitations would be satisfied on such date after giving effect to such prepayment and/or Cash Collateralization. (c) The Borrower Representative shall notify the Applicable Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender and in the case of a prepayment of Multicurrency Loans, with a copy to the Administrative Agent) by telephone (confirmed by facsimile) of any prepayment pursuant to paragraph (a) above not later than (i) 12:00 noon, Pacific time, (A) in the case of prepayment of a Eurodollar Revolving Borrowing or CDOR Rate Borrowing, three Business Days before the date of prepayment, or (B) in the case of prepayment of an ABR Revolving Borrowing or a Canadian Prime Rate Borrowing, one Business Day before the date of prepayment. 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; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Class and Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.