Common use of Voluntary and Mandatory Prepayments Clause in Contracts

Voluntary and Mandatory Prepayments. (a) Subject to Section 2.10(c) and Section 2.14(c), and, in the case of any voluntary prepayment of Loans, at any time and from time to time: (i) with respect to Base Rate Loans, each Borrower may prepay any Loans of such Borrower on any Business Day, in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount, or, if less, the entire principal amount of such Loan then outstanding; and (ii) with respect to Eurodollar Rate Loans, each Borrower may prepay any Loans of such Borrower on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount, or, if less, the entire principal amount of such Loan then outstanding. (iii) all such prepayments under this clause (a) shall be made: (A) upon prior written notice by any Borrower (on behalf of itself and/or any other Borrower) in the case of Base Rate Loans delivered to Administrative Agent on the proposed prepayment date, which shall be a Business Day; and (B) upon not less than three Business Days’ prior written notice by any Borrower (on behalf of itself and/or any other Borrower) in the case of Eurodollar Rate Loans; in each case given to Administrative Agent by 12:00 noon (New York City time) on the date required (and Administrative Agent will promptly transmit such original notice for the applicable Class of Loans by facsimile or email to each Lender of such Class). Upon the giving of any such notice, the principal amount of the Loans of such Class specified in such notice shall become due and payable on the prepayment date specified therein; provided that each Borrower may condition such notice on the occurrence of a specified asset sale, acquisition, refinancing or other event and, if such event shall not have occurred, each Borrower may rescind such notice and the principal amount of the Loans of such Class specified in such notice shall not become due and payable on such prepayment date. Any such voluntary prepayment shall be applied as specified in Section 2.11(a). (b) [Reserved].

Voluntary and Mandatory Prepayments. (a) Subject to Section 2.10(c) and Section 2.14(c), and, in the case of any voluntary prepayment of Loans, The Borrower may at any time and from time time, by notice to time: (i) with respect to Base Rate LoansAdministrative Agent, each Borrower may voluntarily prepay any Loans of such Borrower on any Business Day, the Loan in whole or in part part; provided that (i) such notice must be received by Administrative Agent not later than 10:00 a.m. (Central time) five (5) Business Days prior to the prepayment date; and (ii) any prepayment shall be in an aggregate minimum a principal amount of $1,000,000 and integral multiples 250,000 or a whole multiple of $500,000 250,000 in excess of that amount, or, thereof; or if less, the entire principal amount of such Loan thereof then outstanding; and (ii) with respect to Eurodollar Rate Loans, each Borrower may prepay any Loans of . Each such Borrower on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 notice shall specify the date and integral multiples of $500,000 in excess of that amount, or, if less, the entire principal amount of such Loan then outstanding. (iii) all prepayment. If such prepayments under this clause (a) shall be made: (A) upon prior written notice is given by any Borrower (on behalf of itself and/or any other the Borrower) in the case of Base Rate Loans delivered to Administrative Agent on the proposed prepayment date, which shall be a Business Day; and (B) upon not less than three Business Days’ prior written notice by any Borrower (on behalf of itself and/or any other Borrower) in the case of Eurodollar Rate Loans; in each case given to Administrative Agent by 12:00 noon (New York City time) on the date required (and Administrative Agent will promptly transmit such original notice for the applicable Class of Loans by facsimile or email to each Lender of such Class). Upon the giving of any such notice, the principal Borrower shall make such prepayment and the prepayment amount of the Loans of such Class specified in such notice shall become be due and payable on the prepayment date specified therein; provided that each Borrower may condition such notice on the occurrence of a specified asset sale, acquisition, refinancing or other event and, if such event shall not have occurred, each Borrower may rescind such notice and the principal amount of the Loans of such Class specified in such notice shall not become due and payable on such prepayment date. Any such voluntary prepayment shall be applied as specified in Section 2.11(a). (b) [Reserved]Upon the occurrence of a Borrowing Base Deficiency, no later than 9:00 a.m. (Central time), on (i) the 5th Business Day following the occurrence of such Borrowing Base Deficiency to the extent funds are available in a Collateral Account in an amount sufficient to cure such Borrowing Base Deficiency or (ii) otherwise, the 30th day following the occurrence of such Borrowing Base Deficiency, the Borrower shall either (A) prepay the Loan, such that, after giving effect to such prepayment, the Borrowing Base is greater than or equal to the Outstanding Amount, or (B) subject to the approval of such Eligible Investments by Administrative Agent and the Lenders, each in their sole discretion (provided, that a then-existing Eligible Investment shall be deemed approved to the extent no Exclusion Event then applies with respect to such Eligible Investment), deliver additional Eligible Investments to Administrative Agent to the extent necessary to cure any such Borrowing Base Deficiency, such that, after giving effect to such cure, the Borrowing Base is greater than or equal to the Outstanding Amount. (c) Any prepayment of a Loan in full made pursuant to this Section 2.05(a) must be accompanied by (i) all accrued interest thereon, and (ii) the Exit Fee.

Voluntary and Mandatory Prepayments. (a) Subject to Section 2.10(c7.1 hereof, when a Borrower sells or otherwise disposes of any Collateral other than sales of Inventory, Borrowers shall repay the Advances in an amount equal to the Net Proceeds of such sale, such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such Net Proceeds, and Section 2.14(c)until the date of payment, andsuch proceeds shall be held in trust for Collateral Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied (x) first, to the outstanding principal installments of Term Loan A and then to Term Loan B (in each case, in the case inverse order of the due dates of unpaid installments thereof) and (y) second, to the remaining Advances in such order as Collateral Agent may determine, subject to Borrowers' ability to reborrow Revolving Advances in accordance with the terms hereof. (b) Borrowers shall prepay the outstanding amount of the Term Loans in an amount equal to 75% of Excess Cash Flow for each fiscal year, commencing with the fiscal year ending December 31, 2005, payable upon delivery of the financial statements to Collateral Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than ninety (90) days after the end of each such fiscal year, which amount shall be applied (x) first, to Term Loan B and then to Term Loan A (in each case, in the inverse order of the due dates of unpaid installments thereof), and (y) second, to the remaining Advances in such order as Collateral Agent may determine subject to Borrowers' ability to reborrow Revolving Advances in accordance with the terms hereof. In the event that the financial statement is not so delivered, then a calculation based upon estimated amounts shall be made by Collateral Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.11(b), subject to adjustment when the financial statement is delivered to Collateral Agent as required hereby. The calculation made by Collateral Agent shall not be deemed a waiver of any rights Collateral Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statement. (c) Borrower may make voluntary prepayment prepayments of Loans, at least $100,000 on account of the Term Loans at any time and from time to time: . Any prepayments (other than payments described in Section 2.11(a) or Section 2.11(b)) of outstanding amounts of the Term Loans shall be applied to the Term Loans (to them in such order as Collateral Agent may determine) in the inverse order of the due dates of unpaid installments thereof. No prepayment on account of any Term Loan may be made with proceeds of Revolving Advances unless after taking into account the applicable Revolving Advance(s) (i) with respect to Base Rate Loans, each Borrower may prepay any Loans of such Borrower on any Business Day, in whole or in part in an aggregate minimum amount of Undrawn Availability then exceeds $1,000,000 2,000,000 and integral multiples of $500,000 in excess of that amount, or, if less, the entire principal amount of such Loan then outstanding; and (ii) with respect to Eurodollar Rate Loans, each Borrower may prepay any Loans of such Borrower on any Business Thirty Day in whole or in part in an aggregate minimum amount of Undrawn Availability exceeds $1,000,000 and integral multiples of $500,000 in excess of that amount, or, if less, the entire principal amount of such Loan then outstanding2,000,000. (iiid) all Subject to Section 7.1 hereof, when a Borrower sells, transfers to a location outside of the United States of America or a location in the United States of America not owned by a Loan Party or otherwise disposes of any Equipment listed on the Appraisals, Borrowers shall repay the Advances in an amount equal to the 80% of the orderly liquidation value of such prepayments under this clause Equipment (aas contained on the Appraisals) less any amounts paid to Collateral Agent pursuant to Section 2.11(a) above, such repayments to be made promptly but in no event more than one (1) Business Day following such sale or disposition, and until the date of payment, such proceeds shall be made: (A) upon prior written notice by any Borrower (on behalf of itself and/or any other Borrower) held in the case of Base Rate Loans delivered trust for Collateral Agent. The foregoing shall not be deemed to Administrative Agent on the proposed prepayment date, which shall be a Business Day; and (B) upon not less than three Business Days’ prior written notice by any Borrower (on behalf of itself and/or any other Borrower) in the case of Eurodollar Rate Loans; in each case given implied consent to Administrative Agent by 12:00 noon (New York City time) on the date required (and Administrative Agent will promptly transmit such original notice for the applicable Class of Loans by facsimile or email to each Lender of such Class). Upon the giving of any such notice, sale otherwise prohibited by the principal amount of the Loans of such Class specified in such notice shall become due terms and payable on the prepayment date specified therein; provided that each Borrower may condition such notice on the occurrence of a specified asset sale, acquisition, refinancing or other event and, if such event shall not have occurred, each Borrower may rescind such notice and the principal amount of the Loans of such Class specified in such notice shall not become due and payable on such prepayment dateconditions hereof. Any such voluntary prepayment Such repayments shall be applied (x) first, to the outstanding principal installments of Term Loan A and then to Term Loan B (in each case, in the inverse order of the due dates of unpaid installments thereof) and (y) second, to the remaining Advances in such order as specified Collateral Agent may determine, subject to Borrowers' ability to reborrow Revolving Advances in Section 2.11(a)accordance with the terms hereof. (be) [Reserved]All prepayments shall be subject to Section 2.2(f).

Voluntary and Mandatory Prepayments. (a) Subject to Section 2.10(c) and Section 2.14(c), and, in the case of any voluntary prepayment of LoansThe Borrower may, at any time and from time to time: (i) with respect to Base Rate , prepay the Revolving Credit Loans, each Borrower may prepay any Loans of such Borrower on any Business Day, in whole or in part in an aggregate minimum part, without premium or penalty (but subject always to the provisions of Section 2.17), upon at least two (2) Business Days’ irrevocable prior notice to the Administrative Agent, specifying the date and amount of $1,000,000 prepayment and integral multiples whether the prepayment is of $500,000 in excess of that amount, or, if less, the entire principal amount of such Loan then outstanding; and (ii) with respect to Eurodollar Rate Revolving Credit Loans, each Borrower may prepay any Loans of such Borrower on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount, or, if less, the entire principal amount of such Loan then outstanding. (iii) all such prepayments under this clause (a) shall be made: (A) upon prior written notice by any Borrower (on behalf of itself and/or any other Borrower) in the case of Base Rate Loans delivered or a combination thereof, and, if of a combination thereof, the amount allocable to Administrative Agent on the proposed prepayment date, which shall be a Business Day; and (B) upon not less than three Business Days’ prior written notice by any Borrower (on behalf of itself and/or any other Borrower) in the case of Eurodollar Rate Loans; in each case given to Administrative Agent by 12:00 noon (New York City time) on the date required (and Administrative Agent will promptly transmit such original notice for the applicable Class of Loans by facsimile or email to each Lender of such Class)each. Upon the giving receipt of any such notice, the principal Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount of the Loans of such Class specified in such notice shall become be due and payable on the prepayment date specified therein; provided that each Borrower may condition such notice on the occurrence of a specified asset sale, acquisition, refinancing or other event and, if such event together with any amounts payable pursuant to Section 2.17. Partial prepayments pursuant to this Section 2.05 shall not have occurred, each Borrower may rescind such notice and the be in an aggregate principal amount of $5,000,000 or a multiple of $1,000,000 in excess thereof. Notwithstanding anything to the Loans of such Class specified in such notice contrary contained herein, the Borrower shall not become due and payable on such prepayment date. Any such voluntary prepayment shall be applied as specified in prepay the Competitive Loans except pursuant to Section 2.11(a)7.01. (b) [Reserved]If for any reason the Outstanding Amount of the Loans and the L/C Obligations at any time exceeds the aggregate Commitments then in effect, the Borrower shall immediately prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Subsection 2.05(b) unless after the prepayment in full of the Loans the Outstanding Amount of the L/C Obligations exceeds the aggregate Commitments then in effect.

Voluntary and Mandatory Prepayments. (a) Subject The Borrower shall have the right to Section 2.10(c) and Section 2.14(c)prepay the Revolving Loans, andwithout premium or penalty, in the case of any voluntary prepayment of Loans, whole or in part at any time and from time to time: time on the following terms and conditions: (i) with respect the Borrower shall give the Lender prior to 12:00 Noon (New York time) at its Notice Office (x) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower's intent to prepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrower's intent to prepay Eurodollar Loans, each Borrower may prepay any Loans of such Borrower on any Business Day, in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount, or, if less, the entire principal amount of such Loan then outstanding; prepayment and the Types of Loans to be prepaid and (ii) with respect to Eurodollar Rate Loans, each Borrower may prepay any Loans of such Borrower on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount, or, if less, the entire principal amount of such Loan then outstanding. (iii) all such prepayments under this clause (a) shall be made: (A) upon prior written notice by any Borrower (on behalf of itself and/or any other Borrower) in the case of Base Rate Loans delivered to Administrative Agent on the proposed prepayment date, which shall be a Business Day; and (B) upon not less than three Business Days’ prior written notice by any Borrower (on behalf of itself and/or any other Borrower) in the case of Eurodollar Rate Loans; in each case given to Administrative Agent by 12:00 noon (New York City time) on the date required (and Administrative Agent will promptly transmit such original notice for the applicable Class of Loans by facsimile or email to each Lender of such Class). Upon the giving of any such notice, the specific Borrowing or Borrowings pursuant to which made; (ii) each prepayment shall be in an aggregate principal amount of the Loans of such Class specified in such notice shall become due and payable on the prepayment date specified therein; at least $500,000, provided that each if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $500,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower may condition such notice on shall have no force or effect. At any time when Minimum Payment Guaranty Loans (as defined in the occurrence HET/JCC Agreement) and/or Revolving Loans are outstanding, the Borrower shall immediately apply any and all balances of a specified asset sale, acquisition, refinancing or other event and, if such event shall not have occurred, each Borrower may rescind such notice Cash and Cash Equivalents it holds (net of amounts required to be deposited into the principal amount Net Cash Proceeds Account pursuant to Section 4.4 hereof) that are in excess of the amount equal to the sum of (i) $2,875,000 plus (ii) the amount required to be retained by JCC pursuant to applicable Gaming Regulations at such time plus (iii) the cash portions of the House Bank (as defined in the Management Agreement), first, to prepay any and all Minimum Payment Guaranty Loans of until such Class specified Minimum Payment Guaranty Loans are paid in full, and second, to prepay any and all outstanding Revolving Loans until such notice shall not become due and payable on such prepayment date. Any such voluntary prepayment shall be applied as specified Revolving Loans are paid in Section 2.11(a)full. (b) [Reserved].

Voluntary and Mandatory Prepayments. (a) Subject to Section 2.10(cThe ----------------------------------- Borrower may, (i) and Section 2.14(cupon written or telephonic irrevocable notice for any Base Rate Loan on the proposed prepayment date, or upon not less than three Business Day's prior written or telephonic notice for any Eurodollar Rate Loan (in each case not later than 11:00 a.m. (New York time) on the date such notice is given), andand if made by telephone, in confirmed immediately by facsimile to the case of any voluntary prepayment of LoansAdministrative Agent (which notice the Administrative Agent shall promptly transmit by facsimile or telephone to each Lender), at any time and from time to time: (i) with respect to Base Rate Loans, each Borrower may prepay any Loans of such Borrower on any Business Day, Loan in whole or in part part, without premium or penalty, in an aggregate minimum amount of $1,000,000 1,000,000, and integral multiples of $500,000 1,000,000 in excess of such amounts; provided that amount, or, if less, the entire principal amount of such Loan then outstanding; and (ii) with respect to Eurodollar Rate Loans, each Borrower may prepay such Loans in -------- full without regard to such minimum amount; and provided, -------- further, that if the Borrower prepays any Loans Eurodollar Rate Loan on ------- a date other than the expiration date of such Borrower on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount, or, if lessthe Interest Period applicable thereto, the entire principal amount of such Loan then outstanding.Borrower shall pay to the Administrative (iii) all such prepayments under this clause (a) shall be made: (A) upon prior written specify the date of prepayment and the aggregate ------- principal amount of the prepayment. If a notice by any Borrower (on behalf of itself and/or any other Borrower) in the case of Base Rate Loans prepayment has been delivered to Administrative Agent on the proposed prepayment dateas provided herein, which such notice shall be a Business Day; and (B) upon not less than three Business Days’ prior written notice by any Borrower (on behalf of itself and/or any other Borrower) in the case of Eurodollar Rate Loans; in each case given to Administrative Agent by 12:00 noon (New York City time) on the date required (irrevocable and Administrative Agent will promptly transmit such original notice for the applicable Class of Loans by facsimile or email to each Lender of such Class). Upon the giving of any such notice, the principal amount of the Loans of such Class specified in such notice shall become due and payable on the prepayment date specified therein; provided that each Borrower may condition such notice on the occurrence of a specified asset sale, acquisition, refinancing or other event and, if such event shall not have occurred, each Borrower may rescind such notice and the principal amount of the Loans of such Class specified in such notice shall not become due and payable on such prepayment date. Any such voluntary prepayment shall be applied as specified in Section 2.11(a)notice. (b) [Reserved].If at any time the sum of (i) the aggregate principal amount of Loans outstanding at such time plus (ii) the Letter of Credit Obligations at such time exceed the Borrowing Base Amount at such time, the Borrower shall, without notice or demand, immediately repay Loans in an aggregate principal amount equal to the lesser of (x) the amount of such excess and (y) the aggregate principal amount of Loans then outstanding, in the case of Eurodollar Rate Loans, together with interest accrued to the date of such payment or prepayment on the principal so prepaid and any amounts payable under Section 2.07(d) in connection ---------------- therewith. In the case of Base Rate Loans, interest shall be payable at the next Interest Payment Date. To the extent that after giving effect to any prepayment of Loans required by the preceding sentence, the sum of (i) the aggregate principal amount of Loans outstanding at such time plus (ii) the Letter of Credit Obligations at such time exceed the Borrowing Base Amount at such time, the Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to the lesser of (i) the Letter of Credit Obligations at such time and

Voluntary and Mandatory Prepayments. (a) Subject The Company may prepay the Note in part or in full at any time, subject to Section 2.10(c) and Section 2.14(c), and, the provisions set forth in the case of any voluntary prepayment of LoansNote, at any time and from time to time: (i) with respect to Base Rate Loans, each Borrower may prepay any Loans of such Borrower on any Business Day, in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount, or, if less, the entire principal amount of such Loan then outstanding; and (ii) with respect to Eurodollar Rate Loans, each Borrower may prepay any Loans of such Borrower on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount, or, if less, the entire principal amount of such Loan then outstanding. (iii) all such prepayments under this clause (a) shall be made: (A) upon prior written notice by any Borrower (on behalf of itself and/or any other Borrower) in the case of Base Rate Loans delivered to Administrative Agent on the proposed prepayment date, which shall be a Business Day; and (B) upon not less than three Business Days’ seven days prior written notice to the Bank, provided that each such prepayment shall be in the amount of $100,000 or any integral multiple thereof; except that prepayment of the entire outstanding principal amount of the Note need not be in the amount of $100,000 or any integral multiple thereof. (b) Any voluntary or mandatory prepayments of the principal of the Note, whether partial or full, shall be accompanied by the payment of any Borrower (accrued interest on behalf of itself and/or the principal amount so prepaid and any other Borrowerpayment or charge required by the Note. (c) If any law, regulation, directive or treaty or any change therein or in the case of Eurodollar Rate Loans; in each case given to Administrative Agent by 12:00 noon (New York City time) on the date required (and Administrative Agent will promptly transmit such original notice interpretation or application thereof shall make it unlawful for the applicable Class of Loans Bank to maintain the Advances evidenced by facsimile the Note or email to each Lender of such Class)claim or receive any amount otherwise payable under the Note or this Agreement, the Bank shall so notify the Company. Upon In the giving case of any such notice, the Company shall prepay the outstanding principal amount of the Loans Note in full together with all accrued interest (i) on the last Business Day of the Interest Period which includes the date of such Class specified in such notice shall become due and payable on the prepayment date specified therein; provided that each Borrower may condition such notice on the occurrence of a specified asset sale, acquisition, refinancing or other event andnotice, if the Bank may lawfully receive such event shall not have occurredprepayment on such day, each Borrower or (ii) on such earlier date on which the Bank may rescind lawfully receive such notice and the principal amount of the Loans payment, if payment on such earlier date is reasonably required as a result of such Class specified in such notice shall not become due and payable on such prepayment date. Any such voluntary prepayment shall be applied as specified in Section 2.11(a)impending illegality. (bd) [Reserved]Notwithstanding anything in this Section 2.3 to the contrary, any prepayment, whether voluntary or mandatory, may be applied by the Bank to any principal or interest of the Note, in such amounts and order of priority as the Bank deems appropriate in its sole discretion. The Bank shall have no liability to the Company for any failure to apply prepayments in accordance with any instructions that the Bank may receive from the Company which are inconsistent with the provisions of this Subsection 2.3(d).