Common use of REPAYMENTS, PREPAYMENTS Clause in Contracts

REPAYMENTS, PREPAYMENTS. (a) Each Borrower shall repay to the Lenders on the Tranche B Commitment Termination Date the aggregate outstanding principal amount of Loans made to such Borrower. (b) Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay its Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Percentages.

REPAYMENTS, PREPAYMENTS. (a) Each The Borrower promises to pay on the Tranche A Maturity Date, and there shall repay become absolutely due and payable on the Tranche A Maturity Date, all of the Tranche A Loans outstanding on such date, together with any and all accrued and unpaid interest thereon. The Borrower promises to the Lenders pay on the Tranche B Commitment Termination Date Maturity Date, and there shall become absolutely due and payable on the aggregate Tranche B Maturity Date, all of the Tranche B Loans outstanding principal amount on such date, together with any and all accrued and unpaid interest thereon. The Borrower promises to pay on the Tranche C Maturity Date, and there shall become absolutely due and payable on the Tranche C Maturity Date, all of the Tranche C Loans made to outstanding on such Borrowerdate, together with any and all accrued and unpaid interest thereon. (b) Each Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon at least one (1) Banking Day’s notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay its Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date in the case of prepayment of Eurodollar the Base Rate Loans, and at least three (B3) Banking Days’ notice to Administrative Agent (who shall provide such notice, promptly upon receipt, to each of the Banks) in the case of LIBOR Loans, prepay the Loans, provided that (1) any partial prepayment under this Section shall be in integral multiples of $500,000; (2) a LIBOR Loan may be prepaid at any time, subject, however, to the provisions of Section 3.05; (3) each prepayment under this Section shall include all interest accrued on the amount of principal prepaid through the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii4) any each prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to under this Section 3.5. Each such prepayment shall be applied (A) so long as no Event of Default has occurred and is continuing, to the Tranche A Loans, the Tranche B Loans and the Tranche C Loans as elected by the Borrower and (B) if an Event of Default has occurred and is continuing, to the Loans of pro-rata across the Lenders in accordance with their respective PercentagesTranche A Loans, the Tranche B Loans and the Tranche C Loans. (c) Any Loans that are repaid or prepaid may not be reborrowed.

REPAYMENTS, PREPAYMENTS. (a) Each Borrower The Borrowers shall repay to the Administrative Agent for the benefit of the Lenders on the Tranche B Commitment Termination Date the aggregate outstanding principal amount of Loans made to such Borrowerthe Advances on the Maturity Date. (b) Each Borrower mayExcept as otherwise specifically provided herein, all payments under this Agreement or under any other Advance Document shall be made to the Administrative Agent for the account of the Lender or Lenders entitled thereto not later than 12:00 noon (New York City time) on the date when due, irrespective of any right of counterclaim, deduction or set-off, and shall be made in US Dollars in immediately available funds at the Administrative Agent’s Payment Account. Any payments under this Agreement that are made later than 12:00 noon (New York City time) on any day shall be deemed to have been made on the next succeeding Business Day unless the Administrative Agent otherwise elects in its sole discretion. If the due date of any payment under this Agreement or under any other Advance Document would fall on a day which is not a Business Day, such date shall be extended to the next Business Day and interest shall be payable for the amount so extended for the period of such extension, unless such Business Day falls in the next calendar month, in which case the payment shall be due on the immediately preceding Business Day. (c) The Borrowers may prepay the Advances in whole or in part, without premium or penalty, which pre-payment shall in each case be made together with accrued and unpaid interest on the principal amount so prepaid; provided that: (i) the Borrowers shall give the Administrative Agent notice by 11:00 a.m. (New York City time) at least two Business Days prior to each such pre-payment (which notice, if given, shall be irrevocable), (ii) each such notice of partial pre-payment shall specify the amount of the Advances being pre-paid, which, in the case of any partial prepayment, amount shall be US$250,000,000 or an integral multiple of US$50,000,000 in excess thereof and (iii) if the Borrowers make any payment of principal of any LIBOR Advance on any day, other than the last day of the Interest Period applicable thereto, the Borrowers shall pay to each Lender, upon notice from such Borrower to demand, through the Administrative Agent, at Prepayment Compensation calculated as of the date of such prepayment. Unless otherwise specified by the Borrowers, all voluntary prepayments under this clause (c) shall be applied first to Base Rate Advances to the full extent thereof and then to LIBOR Advances, in each case in a manner that minimizes the amount of any time Prepayment Compensation payable by the Borrowers. (d) If on any date the sum of the aggregate outstanding principal amount of Advances exceeds the Total Commitment as then in effect, the Borrowers shall prepay on such date the principal outstanding of Advances in an aggregate amount equal to such excess. (e) The Borrowers shall, within 35 days after the date of receipt of any Net Cash Proceeds by CVRD or from time any of its Subsidiaries, prepay an aggregate principal amount of the Advances in an amount equal to time voluntarily prepay its Loans in whole or in part without premium or penaltythe amount of such Net Cash Proceeds; provided that the Borrowers shall not be required to make any such prepayment with respect to Net Cash Proceeds received by a Partially-Owned Subsidiary except to the extent that such Net Cash Proceeds shall have been distributed to CVRD or any of its Subsidiaries (other than a Partially-Owned Subsidiary) as a dividend payment, redemption of Equity Interests, return of capital, loan or otherwise, in which case the aggregate principal amount of the Advances to be prepaid shall be equal to the portion of such Net Cash Proceeds so distributed. (f) If CVRD, through the Offeror or one or more of its other wholly-owned Subsidiaries, shall have failed to acquire 100% of the Shares within 180 days after the Effective Date, the Borrowers shall, on the first Business Day following such 180th day, prepay the aggregate outstanding principal amount of the Advances. (i) such In the event that the Borrowers shall have failed to satisfy the Initial Guarantee and Collateral Requirement on the terms set forth in the definition thereof, the Borrowers shall, in accordance with this Section 5(g), offer to prepay the aggregate principal amount of all Advances then outstanding. (ii) Within 15 days after the Pledge Delivery Date (or, if clause (ii) of the definition of Initial Guarantee and Collateral Requirement is not applicable, on the date that is 60 days after the Final Purchase Date), the Borrowers shall provide a notice must be received by to the Administrative Agent not stating the date on which such prepayment shall be made (the “Prepayment Date”), which shall be no later than the 30th day following the Pledge Delivery Date (or, if clause (ii) of the definition of Initial Guarantee and Collateral Requirement is not applicable, the date that is 60 days after the Final Purchase Date). (iii) The Administrative Agent shall promptly notify the Lenders of the Prepayment Date. Any Lender may, at its option, elect not to receive such prepayment by giving written notice of such election to the Administrative Agent and the Borrowers by 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (BNew York City time) on the date 10th Business Day immediately preceding the Prepayment Date. (iv) On the Prepayment Date, the Borrowers shall prepay the aggregate principal amount of prepayment the Advances of Base Rate Loans; each Lender that has not made an election not to receive such prepayment. (h) If, after the Effective Date, (i) any Loan Party shall deny in writing any of its obligations under any Advance Document to which it is a party, (ii) any prepayment Law shall purport to render invalid, or preclude enforcement of, any material provision of Eurodollar Rate Loans shall be in a principal amount any Advance Document or prohibit, materially delay or materially impair the obligations of $5,000,000 any Loan Party thereunder, or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans Advance Document shall otherwise cease to be in a full force and effect, the Administrative Agent shall, upon request by the Required Lenders, by written notice to the Borrowers and the Administrative Agent, declare the Commitments of the Lenders to be terminated, whereupon the same shall forthwith terminate, and/or declare the entire unpaid principal amount of $500,000 the Advances and any Promissory Notes, all interest accrued and unpaid thereon and all other amounts payable by the Borrowers hereunder to be forthwith due and payable, whereupon the Borrowers shall be obligated forthwith to make payment of the Advances, the Promissory Notes, all such interest and all such other amounts, without presentment, demand, protest or a whole multiple other formalities of $100,000 any kind, all of which are hereby expressly waived by the Borrowers. (i) All prepayments under clause (d), (e), (f), (g) or (h) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid; provided that if any such prepayment in excess respect of LIBOR Advances is made other than on the last day of the Interest Period applicable thereto, the Borrowers shall also pay to each Lender, upon demand through the Administrative Agent, Prepayment Compensation calculated as of the date of such prepayment. (j) All prepayments under clause (d), (e), (f), (g) or (h) shall be applied first to Base Rate Advances to the full extent thereof orand then to LIBOR Advances, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar 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 case in a manner that minimizes the amount of any Prepayment Compensation payable by the Borrowers; provided, however, that any prepayment under clause (g) shall be applied on a pro rata basis to the then outstanding Advances being prepaid irrespective of whether such Lender’s Applicable Percentage Advances are Base Rate Advances or LIBOR Advances if any Lender shall have made an election not to receive its portion of such prepayment. If such notice is given ; provided further that any prepayment under clause (e) in respect of Net Cash Proceeds received by a BorrowerCVRD or any of its Subsidiaries from any Export Prepayment Facility entered into after the date hereof shall, so long as no Event of Default shall have occurred and be continuing at the applicable EPF Closing Date, be applied as follows: (i) first, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to outstanding Advances then owing to the Loans applicable EPF Lenders, in each case as provided above in this clause (j), in an amount for each such EPF Lender not to exceed the lesser of (A) the amount of such EPF Lender’s commitment under such Export Prepayment Facility as of the Lenders applicable EPF Closing Date and (B) the Specified EPF Amount for such EPF Lender (less the amount of any prepayments previously made to such EPF Lender under this clause (i)), provided that the aggregate amount applied pursuant to this clause (i) in accordance with their respective Percentagesrespect of all Export Prepayment Facilities shall not exceed US$5,000,000,000; and (ii) second, the remaining amount, if any, of such prepayment shall be applied to all outstanding Advances (including any Advances owing to EPF Lenders) as provided above in this clause (j) (without giving effect to the second proviso thereto).

REPAYMENTS, PREPAYMENTS. (a) Each Borrower The Loans shall repay be payable as follows: (i) Mandatory partial prepayments of principal shall be made on each Payment Date, in an amount equal to the Lenders excess, if any, of (A) the principal amount of all Loans outstanding over (B) the Borrowing Base as calculated as of the prior month end. All mandatory prepayments of principal shall be accompanied by payment of accrued and unpaid interest on the Tranche B Commitment Termination Date principal so prepaid as provided in Section 2.4. (ii) Whenever the aggregate principal amount of Loans outstanding exceeds the sum of (A) the Borrowing Base, as calculated pursuant to Section 2.1 hereof and (B) all amounts then held in the Depository Account less the sum of any accrued and unpaid interest on the Loans and any accrued and unpaid servicing fee due the Servicer (pursuant to the terms of the Servicing Agreement), a mandatory prepayment of principal shall be made in the amount of such excess. Such prepayments shall be applied to the Obligations as set forth in Section 2.5(c) and shall be accompanied by a payment of all interest accrued and unpaid on all Loans through the date of such mandatory prepayment and allocable to the amount so prepaid. (iii) Whenever any Receivables are sold to the SPC pursuant to the Receivables Sale Program, a mandatory prepayment of principal shall be made in an amount equal to the aggregate outstanding principal balance of all Loans advanced against or in respect of the Receivables so sold. Such prepayments shall be applied to the Obligations as set forth in Section 2.5(c) and shall be accompanied by a payment of all interest accrued and unpaid on all Loans through the date of such mandatory prepayment and allocable to the amount of Loans made to such Borrowerso prepaid. (biv) Each Borrower may, upon notice from such Borrower to The entire remaining outstanding principal balance of the Administrative Agent, at any time or from time to time voluntarily prepay its Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, together with any accrued and (B) on the date of prepayment of Base Rate Loans; (ii) unpaid interest and any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orother Obligations hereunder, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the Termination Date. (b) The Borrower may voluntarily prepay any portion of the Loans in whole or in part; provided, however, that, simultaneously with such prepayment, the Borrower shall pay all interest accrued and unpaid on such Loans through the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant such prepayment. (c) Subject to Section 3.5. Each such prepayment 7.2(d), all payments of any amounts due under any provision of this Agreement or any other Financing Agreement, shall be applied in the following order: first to payment of interest due and owing; second to the Loans then outstanding principal balance of the Lenders Loans in accordance the order in which they were first made; and third to the remaining balance of the Obligations. If any payment becomes due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and, in the case of a principal payment, interest on such principal payment shall be payable for such extension of time and shall be included with their respective Percentagessuch payment. (d) The Borrower shall make each payment hereunder and under the Notes on the day when due in lawful money of the United States of America to (i) in the case of Finance, The First National Bank of Chicago, Chicago, Illinois, account number 52-61333 and (ii) in the case of Global, The First National Bank of Chicago, Chicago, Illinois, account number 52-39095 or (iii) in either case, such other account which the applicable Lender may hereafter designate to the Borrower in writing. (e) The obligation of the Borrower to pay the Loans and other Obligations shall be a general obligation of the Borrower, absolute and unconditional.

REPAYMENTS, PREPAYMENTS. (a) Each Borrower promises to pay on the Tranche A Maturity Date, and there shall repay become absolutely due and payable on the Tranche A Maturity Date, all of the Tranche A Loans outstanding on such date, together with any and all accrued and unpaid interest thereon. Borrower promises to the Lenders pay on the Tranche B Commitment Termination Date Maturity Date, and there shall become absolutely due and payable on the aggregate Tranche B Maturity Date, all of the Tranche B Loans outstanding principal amount of Loans made to on such Borrowerdate, together with any and all accrued and unpaid interest thereon. (b) Each If Borrower prepays the Tranche B Loans after the Closing Date and prior to the first anniversary of the Closing Date, Borrower shall pay a prepayment premium equal to 2% of the principal amount of such Tranche B Loans that are prepaid. If Borrower prepays the Tranche B Loans on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, Borrower shall pay a prepayment premium equal to 1% of the principal amount of the Tranche B Loans that are prepaid. (c) Except as set forth in clause (b) above, without prepayment premium or penalty, but subject to Section 3.05, Borrower may, upon at least one (1) Banking Day’s notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay its Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date in the case of prepayment of Eurodollar the Base Rate Loans, and at least three (B3) Banking Days’ notice to Administrative Agent (who shall provide such notice, promptly upon receipt, to each of the Banks) in the case of LIBOR Loans, prepay the Loans, provided that (1) any partial prepayment under this Section shall be in integral multiples of $500,000; (2) a LIBOR Loan may be prepaid at any time, subject, however, to the provisions of Section 3.05; (3) each prepayment under this Section shall include all interest accrued on the amount of principal prepaid through the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii4) any each prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to under this Section 3.5. Each such prepayment shall be applied to the Tranche A Loans of and the Lenders in accordance with their respective PercentagesTranche B Loans as elected by Borrower. (d) Any Loans that are repaid or prepaid may not be reborrowed.

REPAYMENTS, PREPAYMENTS. (a) Each Borrower The Borrowers shall repay to the Lenders on the Tranche B Commitment Termination Date the aggregate outstanding principal amount of Loans made to the Loan by making twenty (20) equal successive quarterly installment payments of principal, each such Borrowerinstallment being in the amount of Two Million Dollars ($2,000,000). Each installment shall be paid on each Principal Payment Date. The Borrowers shall make an additional installment payment in the amount of Thirty Million Dollars ($30,000,000) on the Maturity Date. In any event, the aggregate principal amount of the Loan and all other Obligations hereunder shall be paid in full on the Maturity Date. (b) Each Borrower The Borrowers may, upon at least three (3) Business Days notice from such Borrower to the Administrative AgentAgent and the Lenders received by 11:00 A.M. New York time, at any time or from time and subject always to time voluntarily the requirements of Section 8.04(b), prepay its Loans the outstanding amount of the Loan, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior part, together, in each case, with accrued interest to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of such prepayment of Base Rate Loans; (ii) on the amount prepaid, PROVIDED that any such partial prepayment of Eurodollar Rate Loans shall be in a principal amount of integral multiples of Five Hundred Thousand Dollars ($5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans 500,000). All prepayments shall be applied to outstanding installment of principal, including the additional installment referred to in a Section 2.05(a), in inverse order of maturity. (c) If it shall become unlawful for any Lender to continue to fund or maintain its Loan or to perform its obligations hereunder, such Lender shall notify the Borrowers and the Agent, and such Lender shall use all reasonable efforts to change its lending office so that it can perform its obligations hereunder; PROVIDED that such Lender shall not be obligated to change its Lending Office if in its sole reasonable judgment it would be disadvantageous to do so. If such Lender does not change its Lending Office because it determines in its sole reasonable judgment that it is disadvantageous to do so or because such change would not render such Loan lawful, then such Lender shall notify the Agent and the Borrowers shall prepay in full the outstanding Loan made by such Lender, with accrued interest thereon and all other amounts payable by the Borrowers hereunder, and upon such demand or any notice of prepayment the obligation of such Lender to make any Advance or maintain any Loan to the Borrowers shall terminate. (d) If an Event of Loss occurs, the Borrowers shall give prompt written notice to the Agent of such Event of Loss. Upon the earlier of (i) the date the Borrower whose Vessel suffered the Event of Loss or the Mortgagee or the Agent receives all insurance proceeds in respect of such Event of Loss or (ii) 120 days after the date on which such Event of Loss shall be deemed to have occurred (the "Loss Termination Date"), the Borrowers will pay to or on the order of the Agent, an amount equal to the higher of (y) an amount equal to the outstanding principal amount of $500,000 the Loan multiplied by a fraction, the numerator of which is the FMV of the Vessel which suffered an Event of Loss, and the denominator of which shall be the aggregate FMV of all Vessels then mortgaged to the Security Trustee, each FMV being determined by reference to the most recent opinions delivered to or obtained by the Agent pursuant to Section 5.01(c)(viii) prior to such Event of Loss and (z) the total insurance proceeds received by the relevant Borrower, the Mortgagee or the Agent respecting such Event of Loss. Notwithstanding anything to the contrary, if the Borrowers receive any part of the insurance proceeds after having partially prepaid the outstanding principal amount of the Loan as above provided in this paragraph (d), the Borrowers shall immediately pay to or on the order of the Agent, an amount equal to the difference between the total insurance proceeds received and the amounts paid pursuant to (y) above. If the Event of Loss occurs on or prior to the First Drawdown Date, the Commitment shall be terminated. In addition to the relevant amount set forth above, the Borrowers shall pay to the Agent on the Loss Payment Date any Obligations due hereunder or under any Loan Document other than principal or interest. All prepayments received after an Event of Loss shall be applied as provided in Sections 2.05(b) and 6.03. (e) Against the payment obligations of the Borrowers under the preceding paragraph, there shall be credited all payments received in respect of such Event of Loss including all insurance proceeds received prior to the Loss Termination Date by the Mortgagee or the Agent. So long as there is no Event of Default or Default, all insurance proceeds received by the Mortgagee or the Agent after the payments described in the preceding paragraphs have been made shall be disbursed by the Agent to the Borrowers. If a whole multiple Default exists and insurance proceeds are received by the Agent after the payments required by the preceding paragraph have been made, the Agent shall hold such proceeds until either (x) such Default no longer exists, in which case, such proceeds shall be disbursed to the Borrowers, or (y) such Default has matured into an Event of $100,000 Default, in excess thereof orwhich case proceeds shall be treated in accordance with the sentence next following. So long as an Event of Default shall have occurred and continues, all insurance proceeds received by the Agent shall be applied in accordance with Section 6.03 hereof. (f) No Borrower may sell, transfer, or dispose of its Vessel without first obtaining the written consent of the Agent to such sale, transfer, or disposition. If any Vessel is sold with the prior written consent of the Agent, then on the date that such sale is consummated, the Borrowers shall pay to or on the order of the Agent the higher of (x) the proceeds received by the relevant Borrower net of third party commissions or (y) the relevant amount set forth in subclause (y) of Section 2.05(d), together with any Obligations due hereunder or under any Loan Document other than principal or interest. (g) If at any time the Borrowers shall, or may reasonably be expected to, be required to deduct and withhold, or indemnify any Lender with respect to, any Taxes (as defined in Section 2.08) (in each case, if lessas evidenced by an opinion reasonably satisfactory in form and substance to the Agent and the Lenders from independent tax counsel reasonably satisfactory to the Agent and the Lenders) the Borrowers may, upon at least three (3) Business Days notice to the Agent and the Lenders, prepay at any time, the entire outstanding principal amount thereof then outstanding. Each such notice shall specify of the Loan, in whole or in part, together with accrued interest to the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidprepaid and all other Obligations due hereunder or under any Loan Document; PROVIDED, together with any additional amounts required pursuant THAT if such Taxes relate to Section 3.5. Each such prepayment shall be applied payments to fewer than all the Lenders (the "AFFECTED LENDERS"), the Borrowers may, upon at least three (3) Business Days notice to the Loans Agent and the Affected Lenders, prepay, in whole or in part (except as set forth in the following provision), the outstanding principal amount of the Loan made or maintained by the Affected Lenders, with accrued interest thereon and all other Obligations due hereunder or under any Loan Document payable to the Affected Lenders by the Borrowers (without prepaying any portion of any Loan made or maintained by any Lender that is not an Affected Lender); PROVIDED FURTHER, that if the rate of Taxes with respect to any Affected Lender is higher than with respect to another Affected Lender, the Borrowers may prepay any portion of the Loan made or maintained by the former Affected Lender without prepaying any portion of the Loan made or maintained by the latter Affected Lender. The Agent shall give prompt written notice to the Lenders of any prepayments made under this paragraph (g). (h) If on the last Business Day of each fiscal quarter the AGGREGATE amount of all cash and cash equivalents on deposit in accordance with their respective Percentages.all of the Security Accounts exceeds Five Million Dollars ($5,000,000), then on such date the Agent shall, on behalf of the Lenders, deduct such excess from the relevant Security Account or Security Accounts and apply the same to prepayment of installments of principal outstanding under the Loan, in inverse order of maturity, starting with