Common use of Equity Issuance Clause in Contracts

Equity Issuance. Not later than the date falling five Business Days after any Equity Issuance, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, in an aggregate amount equal to the lesser of (x) 50% of the Net Available Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date of such prepayment to 3.50 to 1.00, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (vi) of this paragraph. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the Net Available Proceeds from an Equity Issuance, so long as (A) no Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such Equity Issuance that the Borrower intends to retain such Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact so applied within 180 days of such Equity Issuance (it being understood that in the event that Net Available Proceeds from more than one Equity Issuance are retained by the Borrower pending application, such Net Available Proceeds shall be deemed to be applied in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 days, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, as provided above).

Equity Issuance. Not later Until the repayment in full of all Indebtedness incurred under the Bridge Credit Agreement with the proceeds of an issuance of equity securities of the Borrower or, if such repayment is not made with the proceeds of an issuance of equity securities of the Borrower, until such time as the Debt Ratio is less than 4.0 to 1 (after which time the Borrower shall have no obligation to prepay Loans as set forth in this clause (ii)), on or prior to the date falling five Business Days 90 days after any Equity Issuance, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, Loans in an aggregate amount equal to the lesser of (x) 50100% of the Net Available Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date of such prepayment to 3.50 to 1.00thereof, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (viviii) of this paragraph. Notwithstanding below; provided that, notwithstanding the foregoing, the Borrower shall not be required to make a prepayment and the Commitments shall not be subject to automatic reduction pursuant to under this Section 2.10(b)(iiclause (ii) with respect to the (x) from Net Available Proceeds received from an Equity Issuance, so long as the issuance or sale of capital stock in connection with Stock Based Plans in effect from time to time or (y) to the extent that (A) no Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such at the time of the relevant Equity Issuance that the Borrower it intends to retain use such Net Available Proceeds and apply to repay Indebtedness under the same Bridge Credit Agreement, (B) such Net Available Proceeds are held by the Borrower in a segregated investment or other account (or, alternatively, applied to make Permitted Acquisitions and the prepayment of Revolving Loans), until so used to repay such Indebtedness, and (C) the such Net Available Proceeds so retained from (or portion thereof necessary to repay such Equity Issuance Indebtedness) are in fact so applied to the repayment of such Indebtedness within 180 days of such Equity Issuance (it being understood that that, in the event that Net Available Proceeds from more than one Equity Issuance are retained held by the Borrower pending applicationBorrower, or have been applied to the prepayment of Revolving Loans, such Net Available Proceeds shall be deemed to be applied utilized in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained held or applied to the prepayment of Revolving Loans for more than 180 daysdays shall be forthwith applied to the prepayment of Loans as provided above), it being understood that, if the Borrower does not so advise the Administrative Agent that it intends to use such Net Available Proceeds to repay such Indebtedness as provided above, or does not in fact apply such Net Available Proceeds to the repayment of such Indebtedness within the time periods specified above, the Borrower shall immediately prepay Loans in an amount equal to the Loans, and/or the Commitments shall be subject to automatic reduction, as provided amount specified above).

Equity Issuance. Not later Upon the issuance and sale by the Borrower of any of its Equity Interests (other than the date falling five Business Days after any Excluded Equity IssuanceIssuances), the Borrower shall shall, subject to Section 2.07(c)(vii), prepay the LoansRevolving Advances, and/or as set forth in Section 2.07(c)(vi), or make deposits into the Commitments shall be subject XX Xxxx Collateral Account to automatic reductionprovide cash collateral for the Letter of Credit Exposure, or any combination of the foregoing, in an aggregate amount equal to the lesser of (x) 50% of the all Net Available Cash Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio received by it therefrom on the date of such prepayment to 3.50 to 1.00next Business Day following receipt thereof by the Borrower; provided, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (vi) of this paragraph. Notwithstanding the foregoinghowever, that the Borrower shall not be required to make a prepayment deposits into the XX Xxxx Collateral Account (x) until the Revolving Advances have been repaid in full and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii(y) with respect unless and only to the Net Available Proceeds from an Equity Issuanceextent that, so long as (A) no Default has occurred and is continuing on such date date, the XX Xxxx Collateral Account contains an amount less than 100% of the Letter of Credit Exposure on such date; provided, further, however, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which of receipt of such Net Available Proceeds are appliedCash Proceeds), (B) and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower advises may reinvest or commit to reinvest such proceeds in assets and properties of the Administrative Agent no later than five Business Days after nature described in clause (2) of Section 2.07(c)(iii)(B) or for other corporate purposes within 365 days of receipt of such Equity Issuance that Net Cash Proceeds and pending application of such proceeds, the Borrower intends to retain may apply such proceeds as provided in Section 2.07(c)(iii)(D); and provided, further, however, that if any Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact so applied within 180 days of such Equity Issuance (it being understood that in the event that Net Available Proceeds from more than one Equity Issuance are retained by the Borrower pending application, such Net Available Cash Proceeds shall not be deemed to expended in accordance with this Section 2.07(c)(iv) within such period or if an Event of Default shall subsequently occur and be applied in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 dayscontinuing, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reductionRevolving Advances, as provided aboveset forth in Section 2.07(c)(vi), or make deposits into the XX Xxxx Collateral Account to provide cash collateral for the Letter of Credit Exposure, or any combination of the foregoing, in an amount equal to the remaining Net Cash Proceeds, if any; provided, however, that the Borrower shall not be required to make deposits into the XX Xxxx Collateral Account (x) until the Revolving Advances have been repaid in full and (y) unless and only to the extent that, on such date, the XX Xxxx Collateral Account contains an amount less than 100% of the Letter of Credit Exposure on such date.

Equity Issuance. Not later than the date falling five Within 10 Business Days of an Equity Lender providing Atlas an Instruction Letter, such Equity Lender shall have received its proportionate number of shares (calculated as of the Restatement Effective Date by such Equity Lender) of Holdings Common Stock which in the aggregate for all Equity Lenders shall be an amount equal to 1.266% of the equity value of Holdings (prior to giving effect to any employee compensation plan), on terms specified in the Plan of Reorganization: THEN (I) (i) upon the occurrence of any Event of Default described in subsection 7.6 or 7.7, each of (a) the unpaid principal amount of and accrued interest on the Loans and (b) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower and (ii) upon the occurrence and during the continuation of any other Event of Default, the Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to the Borrower, declare all or any portion of the amounts described in clauses (a) and (b) above to be, and the same shall forthwith become, immediately due and payable and (II) upon the occurrence of any Event of Default, the Administrative Agent, upon the written request of the Requisite Lenders, shall, by written notice to the Borrower, enforce all of the Liens and security interests created pursuant to the Collateral Documents and exercise all other remedies at law or in equity or in admiralty available under the Loan Documents. If, at any time within 60 days after any Equity Issuancean acceleration of the Loans pursuant to the preceding paragraph, the Borrower shall prepay pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, and/or the Commitments shall be subject to automatic reduction, in an aggregate amount equal to the lesser of (x) 50% of the Net Available Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date of such prepayment to 3.50 to 1.00, such prepayment and/or reduction to be effected in each case in the manner that is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 9.6, then Requisite Lenders, by written notice to the extent specified in clause (vi) of this paragraph. Notwithstanding the foregoingBorrower, the Borrower may at their option rescind and annul such acceleration and its consequences, but such action shall not be required to make a prepayment and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the Net Available Proceeds from an Equity Issuance, so long as (A) no affect any subsequent Event of Default has occurred and is continuing on such date or during the period Potential Event of up to 180 days referred to below in clause (C) Default or impair any right consequent thereon. The provisions of this paragraph (ii) prior are intended merely to bind the Lenders to a decision that may be made at the election of Requisite Lenders and are not intended to benefit the Borrower and do not grant to the date on which such Net Available Proceeds Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such Equity Issuance that the Borrower intends to retain such Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact so applied within 180 days of such Equity Issuance (it being understood that in the event that Net Available Proceeds from more than one Equity Issuance are retained by the Borrower pending application, such Net Available Proceeds shall be deemed to be applied in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 days, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, as provided above)met.

Equity Issuance. Not later than On or prior to the date falling five Business Days 90 days after any Equity Issuance, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, Loans in an aggregate amount equal to the lesser of (x) 50% of the Net Available Proceeds thereof (or, for so long as any Tranche II Term Loans remain outstanding and the Borrower would be obligated to apply such Net Available Proceeds to the prepayment thereof as provided in clause (yvi)(B) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date below, 100% of such prepayment to 3.50 to 1.00Net Available Proceeds), such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (vi) of this paragraph. Notwithstanding below, provided that, notwithstanding the foregoing, the Borrower shall not be required to make a prepayment and under this clause (ii) (x) from the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the first $5,000,000 of Net Available Proceeds during any fiscal year received from an Equity Issuancethe issuance or sale of capital stock in connection with the Employee Stock Purchase Plan, so long as the Long-Term Stock Incentive Plan or the Incentive Stock Option Plan or similar plans of the Borrower in effect from time to time or (y) to the extent that (A) no Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such at the time of the relevant Equity Issuance that the Borrower it intends to retain use such Net Available Proceeds and apply to finance one or more Acquisitions pursuant to Section 7.03(d), (B) such Net Available Proceeds are held by the same Borrower in a segregated investment or other account (or, alternatively, applied to make Permitted the prepayment of Revolving Loans), until so used to finance one or more Acquisitions and as contemplated above, and (C) the such Net Available Proceeds so retained from such Equity Issuance are in fact so applied to such Acquisition(s) within 180 days of such Equity Issuance (it being understood that that, in the event that Net Available Proceeds from more than one Equity Issuance are retained held by the Borrower pending applicationBorrower, or have been applied to the prepayment of Revolving Loans, such Net Available Proceeds shall be deemed to be applied utilized in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained held or applied to the prepayment of Revolving Loans for more than 180 daysdays shall be forthwith applied to the prepayment of Loans as provided above), it being understood that, if the Borrower does not so advise the Administrative Agent that it intends to use such Net Available Proceeds to finance one or more Acquisitions, or does not in fact apply such Net Available Proceeds to one or more Acquisitions within the time periods specified above, the Borrower shall immediately prepay the Loans, and/or Loans in an amount equal to the Commitments shall be subject to automatic reduction, as provided amount specified above).

Equity Issuance. Not later than the date falling five Business Days after Upon any Equity Issuance, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, in an aggregate amount equal to 0% of the lesser Net Available Proceeds thereof until the aggregate Net Available Proceeds of such Equity Issuance and all prior Equity Issuances (xincluding Equity Issuances covered by the last sentence of this paragraph) exceed $5,000,000; 25% of the Net Available Proceeds of such Equity Issuance to the extent the Net Available Proceeds of such Equity Issuance, together with all prior Equity Issuances, exceed $5,000,000 and do not exceed $10,000,000; and 50% of the Net Available Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date of such prepayment Equity Issuance to 3.50 to 1.00the extent the Net Available Proceeds of such Equity Issuance, together with all prior Equity Issuances, exceed $10,000,000; such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (viiii) of this paragraph. Notwithstanding the foregoing, the Borrower shall not be required to make following a prepayment and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the Net Available Proceeds from an Equity Issuance, so long as (A) no Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such Equity Issuance that the Borrower intends to retain such Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact so applied within 180 days of such Equity Issuance (it being understood that in the event that Net Available Proceeds from more than one Equity Issuance are retained by the Borrower pending application, such Net Available Proceeds shall be deemed to be applied in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 daysSpecial Disposition, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, as provided above)in an aggregate amount equal to 100% of the Net Available Proceeds of all Equity Issuances until the Lenders have received an amount equal to the amount by which Net Available Proceeds is reduced by the application of clause (iii) of paragraph (a) of the definition of Net Available Proceeds, after which Net Available Proceeds shall be applied in accordance with the rest of this paragraph."

Equity Issuance. Not later than On or prior to the date falling five Business Days 90 days after any Equity Issuance, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, Loans in an aggregate amount equal to the lesser of (x) 50% of the Net Available Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date of such prepayment to 3.50 to 1.00thereof, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (vivii) of this paragraph. Notwithstanding below, provided that, notwithstanding the foregoing, the Borrower shall not be required to make a prepayment and the Commitments shall not be subject to automatic reduction pursuant to under this Section 2.10(b)(iiclause (ii) with respect to the (x) from Net Available Proceeds received from an Equity Issuance, so long as the issuance or sale of capital stock in connection with Stock Based Plans in effect from time to time or (y) to the extent that (A) no Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such at the time of the relevant Equity Issuance that the Borrower it intends to retain use such Net Available Proceeds and apply to finance one or more Acquisitions or other transaction permitted pursuant to Section 7.05(b), (B) such Net Available Proceeds are held by the same Borrower in a segregated investment or other account (or, alternatively, applied to make Permitted the prepayment of Revolving Loans), until so used to finance one or more Acquisitions and or other transaction as contemplated above, and (C) the such Net Available Proceeds so retained from such Equity Issuance are in fact so applied to such Acquisition(s) within 180 days of such Equity Issuance (it being understood that that, in the event that Net Available Proceeds from more than one Equity Issuance are retained held by the Borrower pending applicationBorrower, or have been applied to the prepayment of Revolving Loans, such Net Available Proceeds shall be deemed to be applied utilized in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained held or applied to the prepayment of Revolving Loans for more than 180 daysdays shall be forthwith applied to the prepayment of Loans as provided above), it being understood that, if the Borrower does not so advise the Administrative Agent that it intends to use such Net Available Proceeds to finance one or more Acquisitions as provided above, or does not in fact apply such Net Available Proceeds to one or more Acquisitions within the time periods specified above, the Borrower shall immediately prepay the Loans, and/or Loans in an amount equal to the Commitments shall be subject to automatic reduction, as provided amount specified above).

Equity Issuance. Not later than In exchange for the date falling license by Licensor to Dermata of the Harvest Know-How and Patents related to the harvest, storage and handling of Sponge from its initial harvest through preparation as a pharmaceutical ingredient, as effectuated by this Amendment, and concurrently with the initial closing described below Dermata shall deliver to Licensor Series 1C preferred units in Dermata on and with the terms set forth on the Term Sheet attached as Annex A hereto, or on such other superior terms as agreed to by all other Series 1C Investors, in an amount which equals five Business Days after any Equity Issuancepercent (5%) of the fully-diluted capitalization of Dermata immediately following such initial closing (the “Exchange”). Licensor shall be granted all rights, preferences and privileges that a cash investor of a like number of units would receive. The Series 1C preferred units shall be issued concurrently with the Borrower shall prepay the Loansinitial closing of such financing, and/or the Commitments shall and be subject to automatic reductionall conditions applicable to cash investors in that financing (other than payment of money), in an aggregate amount equal to including meeting the lesser of (x) 50% of $4 million closing condition, not including the Net Available Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date of such prepayment to 3.50 to 1.00, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (vi) of units issuable under this paragraph, as a prerequisite to closing the financing. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the Net Available Proceeds from an Equity Issuance, so long as (A) no Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such Equity Issuance that the Borrower intends to retain such Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact so applied within 180 days of such Equity Issuance (it being understood that in In the event that Net Available Proceeds from more than one Equity Issuance additional Series 1C preferred units are retained issued subsequent to the initial closing, Dermata shall deliver to Licensor additional Series 1C preferred units so that the aggregate number of units issued to Licensor equal five percent (5%) of the fully-diluted capitalization of Dermata after giving effect to such additional issuances and the units issued hereunder. In the event that such initial closing, and issuance of the Series 1C preferred units to Licensor has not occurred by June 30, 2019, and Licensor has not granted an extension (in its sole discretion) the Borrower pending application, such Net Available Proceeds License Agreement shall be deemed automatically terminated. Licensor’s receipt of the forgoing equity interests will be characterized for income tax purposes as received in exchange for the contribution of property to be applied in Dermata under Section 721(a) of the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 days, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reductionInternal Revenue Code of 1986, as provided above)amended. Dermata will use the “traditional method” under Section 704(c) of the Internal Revenue Code of 1986, as amended, to account for any variation between the adjusted tax basis of such property and its fair market value at the time of contribution.

Equity Issuance. Not later than the date falling five Business Days after any The Borrower will not effect an Equity Issuance; provided that the Borrower may (a) (i) issue its Class A Common Stock as contemplated by the Baker Stock Option Agreement, the Borrower shall prepay Corporate Employee Stoxx Xxtion Agreement, the LoansStation Employee Stock Option Agreement and the Designated Employee Stock Option Plan and (ii) make an Equity Issuance pursuant to the Columbus Option Agreement; (b) issue Other Preferred Stock (and any of its Class A Common Stock upon the conversion of any Other Preferred Stock), and/or provided that the Commitments Net Available Proceeds of such Other Preferred Stock shall be subject applied to automatic reductionthe prepayment of Revolving Credit Loans as provided in Section 2.09(b)(ii) hereof; and (c) make any other Equity Issuance so long as, in the case of this clause (c) only, (i) such Equity Issuance is an aggregate amount equal to the lesser of Equity Public Offering, (xii) 50% of after giving effect thereto, no Default shall have occurred and be continuing and (iii) the Net Available Proceeds thereof shall be applied within the Specified Number of days after receipt by the Borrower thereof, to finance (w) the purchase by the Borrower of the Seller Stock and transaction expenses in connection therewith, (x) the consummation of any Acquisition and transaction expenses in connection with such Acquisition, (y) the redemption of the Existing Preferred Stock as permitted by Section 9.09(g) hereof or the New PPI Preferred Stock as permitted by Section 9.09(h) hereof or (z) any combination of the foregoing clauses (w), (x) and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date ), provided that 80% of such prepayment to 3.50 to 1.00, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (vi) any portion of this paragraph. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the Net Available Proceeds from an Equity Issuance, so long as (A) no Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such Equity Issuance that the Borrower intends to retain such Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact not so applied within 180 days of such Equity Issuance (it being understood that in the event that Net Available Proceeds from more than one Equity Issuance are retained by the Borrower pending application, such Net Available Proceeds shall be deemed applied to be applied in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 days, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, prepayment of Loans as provided above)in Section 2.09(b)(i) hereof.

Equity Issuance. Not later (a) So long as the Tranche B Commitments have not been terminated and repaid in full, TNP REIT shall generate gross proceeds from Equity Issuances of no less than (i) $500,000 in each calendar month beginning with the date falling five Business Days calendar month which includes the Effective Date through January 31, 2011; (ii) $750,000 in each calendar month from February 1, 2011 through March 31, 2011; and (iii) $1,500,000 in each calendar month from and after any April 1, 2011. In the event that Equity Issuances are required to be suspended by the Securities and Exchange Commission, the requirements of this Section 5.18(a) shall be temporarily suspended until the Securities and Exchange Commission lifts the suspension of the Equity Issuance. (b) Prior to the Tranche B Maturity Date, the Borrower shall prepay Net Proceeds of the Loans, and/or the Commitments Equity Issuances by TNP REIT shall be subject used in accordance with Section 2.08(d), or as permitted by Section 2.17, provided, however, that (i) upon the Agent's reasonable approval, Borrower may use a portion of such Net Proceeds to automatic reductionfund operating expenses incurred in the ordinary course of business to cover short term timing differences between the receipt of revenues and such operating expenses; (ii) to the extent that Borrower has identified Real Property for acquisition and a definitive purchase and sale agreement has been executed with respect thereto, in Borrower may fund the Net Proceeds of the Equity Issuances by TNP REIT into the Property Acquisition Escrow Account up to an aggregate amount equal to Borrower’s pro forma equity contribution required to close such acquisition, subject to the lesser following: (A) the Property Acquisition Escrow Account shall be held at KeyBank and pledged as Collateral; (B) Agent shall release funds held in the Property Acquisition Escrow Account for the purchase price, costs, expenses and other amounts paid in connection with such acquisitions upon the Borrower’s written request; and (C) Borrower may fund such Net Proceeds into the Property Acquisition Escrow Account in connection with no more than two (2) acquisitions at any time; and (iii) following the occurrence and during the continuance of (x) 50% an Event of Default, the Net Proceeds of any Equity Issuance shall, in the sole discretion of the Net Available Proceeds thereof Agent, be funded into the Distribution Account and Agent shall apply all amounts received to the Obligations. (yc) an amount necessary With respect to reduce any Equity Issuance by TNP REIT, TNP REIT shall provide to Agent the Pro Forma Total Leverage Ratio on reports more particularly described in Section 5.01 of this Agreement. The parties acknowledge that the proceeds of Equity Issuances by TNP REIT are held by Depository in a separate account. As of the date of such prepayment to 3.50 to 1.00this Agreement, such prepayment and/or reduction to be effected in each case in TNP REIT has delivered the manner and Direction Letter to the extent specified in clause (vi) of this paragraph. Notwithstanding Depository, which Direction Letter authorizes and directs the foregoing, the Borrower shall not be required Depository to make a prepayment and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) comply with instructions given by Agent with respect to the Net Available Proceeds proceeds held by Depository after receipt by Depository of a notice from Agent stating that an Equity Issuance, so long as (A) no Event of Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such Equity Issuance that the Borrower intends to retain such Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact so applied within 180 days of such Equity Issuance (it being understood that in occurred. In the event that Net Available Proceeds the Agent directs the Depository, pursuant to the Direction Letter, to disburse all proceeds to Agent, then the Borrower, TNP REIT and the Entities shall comply with the terms and provisions thereof, and shall take such other actions, and execute any and all documents and agreements to further confirm the right of the Agent to receive direct disbursements of proceeds from more than one Equity Issuance are retained Issuances occurring from time to time, and which proceeds shall be deposited into the Distribution Account or another account with KeyBank, and applied by the Borrower pending applicationAgent to the payment of the Obligations. In the event that the proceeds exceed the total of all amounts due and owing under the Notes, then the Agent shall disburse such Net Available Proceeds excess amounts to the Borrower. The Direction Letter shall be deemed automatically terminate upon the Tranche B Maturity Date, and Agent agrees to be applied in give prompt written notice to the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 days, Depository of the Borrower shall prepay the Loans, and/or the Commitments shall be Tranche B Maturity Date. Agent’s rights under this Section are expressly subject to automatic reduction, as provided above)the provisions of Section 5.20(d) below.

Equity Issuance. Not later than On or prior to the date falling five Business Days 90 days after any Equity Issuance, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, Loans in an aggregate amount equal to the lesser of (x) 50% of the Net Available Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date of thereof, such prepayment to 3.50 to 1.00, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (vi) of this paragraph. Notwithstanding below, PROVIDED that, notwithstanding the foregoing, the Borrower shall not be required to make a prepayment and under this clause (ii) (x) from the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the first $1,500,000 Net Available Proceeds during any fiscal year received from an Equity Issuancethe issuance or sale of capital stock in connection with the Employee Stock Purchase Plan, so long as the Long-Term Stock Incentive Plan or the Incentive Stock Option Plan or (y) to the extent that (A) no Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such at the time of the relevant Equity Issuance that the Borrower it intends to retain use such Net Available Proceeds and apply to finance one or more Acquisitions pursuant to Section 7.03(d), (B) such Net Available Proceeds are held by the same Borrower in a segregated investment or other account (or, alternatively, applied to make Permitted the prepayment of Revolving Loans), until so used to finance one or more Acquisitions and as contemplated above, and (C) the such Net Available Proceeds so retained from such Equity Issuance are in fact so applied to such Acquisition(s) within 180 90 days of such Equity Issuance (it being understood that that, in the event that Net Available Proceeds from more than one Equity Issuance are retained held by the Borrower pending applicationBorrower, or have been applied to the prepayment of Revolving Loans, such Net Available Proceeds shall be deemed to be applied utilized in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained held or applied to the prepayment of Revolving Loans for more than 180 days90 days shall be forthwith applied to the prepayment of Loans as provided above), it being understood that, if the Borrower does not so advise the Administrative Agent that it intends to use such Net Available Proceeds to finance one or more Acquisitions, or does not in fact apply such Net Available Proceeds to one or more Acquisitions within the time periods specified above, the Borrower shall immediately prepay the Loans, and/or Loans in an amount equal to the Commitments shall be subject to automatic reduction, as provided amount specified above).