Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.

Mandatory Prepayment. The Borrower shallillegality (a) If it becomes, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such timeknowledge of any Lender is to become, which funds shall be held unlawful or otherwise prohibited (whether temporarily or permanently) in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder any jurisdiction for a Lender to perform any of its obligations as contemplated by a Finance Document or under the Notes, to fund or maintain its share in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% one or more of the combined voting power Loans, or to exercise any of all Voting Stock its material rights under the Finance Documents, that Lender shall notify the Facility Agent and the Owner (any such event being a Lender Event). (b) After notification under paragraph (a) above (and subject always to satisfactory alternate arrangements being put into place in accordance with paragraph (d) below): (i) the Owner must repay or prepay the share of that Lender in the relevant Loan or Loans on the date specified in paragraph (c) below; and (ii) the Commitments of that Lender will be immediately cancelled. (c) The date for prepayment of a Lender’s share in a Loan will be: (i) the last day of the Borrowercurrent Term of that Loan; or (ii) if earlier, the date specified by that Lender in the notice delivered to the Owner under paragraph (a) above (being no earlier than the last day of any applicable grace period permitted by Applicable Law). (d) If, prior to the occurrence of a Lender Event, a Lender receives notice or becomes aware that a Lender Event will occur, that Lender and the Owner shall enter into discussions in good faith for a period of twenty (20) days (or such shorter period, if any, as may be available prior to the Lender Event taking effect) (the Lender Consultation Period) with a view to agreeing how the effects of the Lender Event can be avoided or mitigated so that alternative legal, valid and binding obligations, in form and substance satisfactory to that Lender and the Owner, are put in place. If at any time subsequent that Lender and the Owner cannot agree and complete such arrangements prior to the foregoing payment end of the Collateral Shortfall AmountLender Consultation Period, the Agent determines Owner shall be obliged to immediately prepay the share of that Lender in the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand Loan on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited date specified in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeparagraph (c) above.

Mandatory Prepayment. The In the event Borrower shall(i) procures financing from any source, upon five Business Days’ notice from whether in the Agent given at form of Indebtedness (excluding all Indebtedness permitted to be incurred under the request Loan Documents) or equity, other than Capital Stock issued in connection with the consent Offering, (ii) makes an Asset Disposition, (iii) undergoes a Change of Control, or (iv) receives proceeds from any liability or casualty insurance policies in respect of any loss, then an amount equal to the entire net cash proceeds thereof, or the portion thereof equal to the outstanding balance of the Required LendersTerm Loan plus accrued and unpaid interest and the Prepayment Fee, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder then due and owing hereunder, shall be paid by Borrower to Agent, promptly following the occurrence of the applicable event, to repay or under reduce the NotesTerm Loan; provided that so long as no Event of Default shall have occurred and be continuing, (1) Borrower shall deliver to Agent, no later than ten (10) days after the date such Asset disposition or insurance loss shall have occurred, an officer’s certificate setting forth (x) the amount of that portion of such net cash proceeds from any Asset Disposition or from any such insurance loss that Borrower intends to reinvest in productive assets of the general type used in the business of Borrower and its Subsidiaries and (y) the proposed use of such portion of the net cash proceeds and such other information with respect to such reinvestment as Agent may reasonably request, and (2) Borrower shall apply such portion to such reinvestment purposes, no later than ninety (90) days after delivery to Agent of such officer’s certificate. If such net cash proceeds have not been applied to the Obligations or timely reinvested as provided above, then Borrower shall promptly make an additional prepayment of the Term Loan in the full amount of such net cash proceeds. In the event that Borrower and its Subsidiaries have Excess Cash Flow for any Person Fiscal Year, commencing with the Fiscal Year ending on or two or more Persons acting in concert about December 31, 2013, Borrower shall have acquired beneficial ownership (within prepay the meaning of Rule 13d-3 outstanding balance of the Securities Term Loan, plus accrued and Exchange Commission under unpaid interest, and all other amounts then due and owing hereunder in an aggregate amount equal to the Securities Exchange Act applicable percentage of 1934)such Excess Cash Flow for such Fiscal Year, directly or indirectly, of Voting Stock determined in accordance with the following grid: If Maximum Total Debt Leverage Ratio as of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amountend of, and for, the Agent determines that applicable Fiscal Year is: Then the Collateral Shortfall Amount at applicable percentage of Excess Cash Flow for such time is Fiscal Year shall be: Equal to or less than 1.00 to 1.00 0% Equal to or greater than zero1.00 to 1.00, the Agent may make demand but less than 1.50 to 1.00 25% Equal to or greater than 1.50 to 1.00 50% Each such prepayment based on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds Excess Cash Flow shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any within three (3) Business Days after Agent’s receipt of the funds held in the Facility LC Collateral Account annual financial statements required to be delivered to Agent pursuant to this Section 2.09(b); provided5.1(C) for the Fiscal Year then ended, however, that but in no event later than ninety-three (93) days after all the end of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeFiscal Year.

Mandatory Prepayment. The (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, upon five Business Days’ notice from at Lender’s option, prepay the Agent given at the request or with the consent of the Required Lenders, pay Debt in an amount equal to the Agent aggregate of (A) the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated Net Proceeds up to an amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent equal to the foregoing payment Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the Collateral Shortfall Amountextent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the Agent determines that “Mortgage Mandatory Prepayment Amount”). Except during the Collateral Shortfall Amount at such time is greater than zerocontinuance of an Event of Default, the Agent may make demand on the Borrower any Net Proceeds to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account applied pursuant to this Section 2.09(b); provided, however, that after all 2.7(c) hereof in excess of the Obligations have been indefeasibly paid Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in full an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the aggregate Commitments have been terminatedactual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any funds remaining in the Facility LC Collateral Account Default Prepayment Premium) shall be returned due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Agent Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the Borrower or benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to whomever may be legally entitled thereto at such timeBorrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. The Borrower shall, upon (i) Within five Business Days’ notice from Days after the Agent given date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Group Term Loans at the request or discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the consent fiscal year ended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the Third Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the Required Lendersfiscal year, pay together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the Agent required date of such prepayment to the Collateral Shortfall Amount at extent the Group Revolving Credit Commitments are permanently reduced by the amount of such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notespayments, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning case of Rule 13d-3 each of the Securities immediately preceding clauses (1) and Exchange Commission under the Securities Exchange Act of 1934(2), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the Collateral Shortfall Amount, ECF Percentage shall be 25% if the Agent determines that Consolidated First Lien Net Leverage Ratio for the Collateral Shortfall Amount at fiscal year covered by such time is financial statements was less than or equal to 3.25:1.00 and greater than zero, 2.75:1.00 and (b) the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds ECF Percentage shall be deposited 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account prepayment pursuant to this Section 2.09(b); provided, however, that after all 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the Obligations have required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal years on a dollar-for-dollar basis. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (l), (n) (other than a Permitted Sale Leaseback between Nexstar Guarantors that are not the Holding Companies), (o)(y), (u) (in each case of (o)(y) and (u), to the extent provided thereunder) or (w) (in the case of (w), only after the applicable Asset Sale Bridge Facility has been indefeasibly paid in full full) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the aggregate Commitments have been terminatedamount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, any funds remaining in the Facility LC Collateral Account “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be returned by required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Agent Borrower shall have, on or prior to such date, given written notice to the Borrower or paid Administrative Agent of its intent to whomever reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be legally entitled thereto at such timeprovided if no Event of Default has occurred and is then continuing).

Mandatory Prepayment. The (a) In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, transferred or released from the restrictions of Section 5.16 hereof, the Borrower shall, upon five Business Days’ notice from simultaneously with such sale, transfer or release, prepay the Agent given at the request or with the consent Loans in an amount equal to 100% of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at net proceeds of such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder sale or under the Notestransfer, in the event that any Person of a sale or two or more Persons acting in concert transfer, or, if less, such amount as shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on be required for the Borrower to payremain in compliance with this Agreement, and in the Borrower willevent of a release. Notwithstanding the foregoing, forthwith upon such demand and without any further notice or act, pay a simultaneous like-kind exchange under Section 1031 of the Inter- nal Revenue Code will not be subject to the Agent provisions of this Section 2.9(a); provided, that (i) the Collateral Shortfall Amount exchanged property has qualified as a New Acquisition, -------- (ii) the exchanged property is not subject to any Liens (other than Permitted Liens) and (iii) any "boot" associated therewith shall be applied to prepayment of the Loans. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.9 shall constitute an Event of Default. (b) If, at such any time, which funds the Outstanding Balance shall be deposited in exceed the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral AccountAvailable Facility, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through then the Borrower shall have any right immediately prepay the Loans in an amount equal to withdraw any such excess. Notwithstanding the foregoing, if the Outstanding Balance exceeds an amount equal to 55.0% of the funds held Unencumbered Asset Pool Properties Value and no other Event of Default shall have occurred and be continuing, then the Borrower shall, within thirty (30) days after the last day of the preceding calendar quarter or the date of any New Acquisition resulting in such excess (whichever is earlier), either (A) cause one (1) or more New Acquisitions having Unencumbered Asset Pool Property Values sufficient to ensure the Facility LC Collateral Account Borrower's compliance with the requirements of this Agreement to be included as Unencumbered Asset Pool Properties or (B) prepay the Loans in an amount equal to 100% of the amount by which the Outstanding Balance exceeds the Available Facility. (c) The Borrower shall make any prepayment pursuant to this Section 2.09(b); provided, however, that after all 2.9 together with interest accrued to the date of the Obligations have been indefeasibly paid in full and prepayment on the aggregate Commitments have been terminated, principal amount so prepaid; provided that any funds remaining in the Facility LC Collateral Account prepayment pursuant to this Section 2.9 shall be returned applied (unless an Event of Default exists) as specified by the Agent Borrower or, otherwise, first to any Base Rate Loans then outstanding, then to any Euro-Dollar Loans with the shortest Interest Periods. In connection with the prepayment of a Euro-Dollar Loan prior to the maturity thereof, the Borrower or paid shall also pay any applicable expenses pursuant to whomever Section 2.12. Each such prepayment shall be applied to prepay ratably the Loans of the Banks. Amounts prepaid pursuant to this Section 2.9 may not be legally entitled thereto at reborrowed unless the Borrower shall be in compliance with the covenants set forth in Section 5.8 hereof both before and after giving effect to any such timeBorrowing. (d) Any event referred to in Section 2.9 that results in a required prepayment of the Loans pursuant to this Section 2.9 shall be referred to as a "Mandatory Prepayment Event". --------------------------

Mandatory Prepayment. The Borrower shallBorrowers shall make a mandatory prepayment: (i) to the extent that the Principal Obligations exceeds the Available Commitment (including, upon five Business Days’ notice from without limitation, as a result of an Exclusion Event); or (ii) to the Agent given at extent that such mandatory prepayment is required pursuant to the request or with the consent terms of the Required Lenders, pay to Governing Documents or other Constituent Documents of the Agent the Collateral Shortfall Amount at Credit Parties. Each such time, which funds prepayment shall be held made in such amount as will put the Facility LC Collateral AccountBorrowers in compliance with this Section 2.1(e) and shall be made by the Required Payment Time. Unless otherwise required by law, upon: (i) a change in circumstances such that the circumstances described in clause (i) or (ii) above no longer exist; or (ii) the full and prepay final payment of the Aggregate Outstanding Credit Exposures Obligations (other than contingent Obligations that have not been asserted), the undrawn stated amount under all Facility LCs outstanding at such timeAdministrative Agent shall return to the Borrowers any amounts remaining in the applicable account. Notwithstanding anything in this Section 2.1(e) plus all interest thereon and all other amounts payable hereunder or under to the Notescontrary, in the event a mandatory prepayment has been triggered pursuant to clause (i) or (ii) of this Section 2.1(e), neither the Borrowers nor the Guarantor will not withdraw funds from the Collateral Accounts (with respect to amounts that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 constitute part of the Securities and Exchange Commission under the Securities Exchange Act of 1934Collateral), directly or indirectlyunless, of Voting Stock after giving effect to such withdrawal, sufficient funds remain on deposit in the Collateral Accounts (less any amounts which do not constitute part of the Borrower (Collateral) to satisfy the Borrowers’ or other securities convertible into such Voting Stock) representing 30% or more Guarantor’s payment obligation at the end of the combined voting power of all Voting Stock Prepayment Period with respect to the related mandatory prepayment; provided that, subject to Section 9.12, nothing herein shall prevent the Borrowers from withdrawing amounts from the Collateral Accounts that were deposited in or credited to the Collateral Account prior to the time when the mandatory prepayment obligation specified in this subparagraph was so triggered, so long as such amounts being withdrawn by the Borrowers or Guarantor are withdrawn within five (5) Business Days of the Borrower. If at any time subsequent date when such mandatory prepayment was triggered and which are used to pay an Anticipated Expense which was committed to by the Borrowers or Guarantor prior to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at date such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timemandatory prepayment was triggered.

Mandatory Prepayment. The Borrower shallprincipal amount outstanding of the Convertible Loan and any accrued but unpaid interest thereon shall be due and payable immediately by the Company on the date which is 90 days after: (a) the earliest to occur of (i) the date on which the Board of Directors and the shareholders of the Company hold an extraordinary general meeting prior to the Mandatory Prepayment Date which considers but does not authorize the creation of the Preference Shares by adoption of new Articles of Association and all necessary Shareholder resolutions in compliance with the Act and (ii) the Mandatory Prepayment Date, upon five Business Days’ if the Board of Directors and the shareholders of the Company fail to hold an extraordinary general meeting prior to the Mandatory Prepayment Date to consider authorizing the creation of the Preference Shares by adoption of new Articles of Association and all necessary Shareholder resolutions in compliance with the Act, and (iii) the last day of the Subscription Period if the Preference Shares have not been issued and allotted to the Lender in conformance with the Act and a Subscription Election has been made by the Lender, and (b) the Lender elects by written notice to the Company to require immediate repayment of the Convertible Loan (collectively, the “Mandatory Prepayment”). In the event that (x) the Board of Directors and the Shareholders of the Company Table of Contents shall have authorized the terms and conditions of the Preference Shares in compliance with the Act and (y) offered to issue the Preference Shares to the Lender, then the Lender shall have 120 days from the Agent given at the request or with the consent date of offer of the Required Lenders, pay Preference Shares to it by the Company (the “Subscription Period”) to deliver notice of its election to subscribe for such Preference Shares (the “Subscription Election”) and payment of the subscription price thereof (being a minimum aggregate amount of $2,000,000 and a maximum aggregate amount of $4,000,000 (the “Subscription Price”). Subject in all circumstances to the Agent Lender’s right to convert the Collateral Shortfall Amount Convertible Loan pursuant to Section 2.7, if the Company makes the Preference Shares available to the Lender but the Lender does not subscribe for such Preference Shares within the Subscription Period and for the Subscription Price, then the Company may, from the date immediately following the last day of the Subscription Period to the date ninety days later (such period, the “Accelerated Repayment Period”), at such timeits election (the “Accelerated Repayment Election”) and upon 7 Business Days prior written notice to the Lender, which funds repay the entire principal amount outstanding of the Convertible Loan and any accrued but unpaid interest thereon, but no Prepayment Premium shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account a repayment pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timesentence.

Mandatory Prepayment. The (a) In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, transferred or released from the restrictions of Section 5.11 hereof, the Borrower shall, upon five Business Days’ notice from simultaneously with such sale, transfer or release, prepay the Agent given at the request or with the consent Loans in an amount equal to 100% of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at net proceeds of such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder sale or under the Notestransfer, in the event that any Person of a sale or two transfer, or more Persons acting in concert such lesser amount as shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on be required for the Borrower to payremain in compliance with this Agreement, and in the Borrower willevent of such a sale, forthwith upon such demand and without any further notice transfer or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds release. Such prepayments shall be deposited in applied to either the Revolving Credit Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Term Loan Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable directed by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b)Borrower; provided, however, that after all if Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility, and then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Obligations have been indefeasibly paid in full Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account cash “boot” associated therewith shall be returned applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the applicable Banks, an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by the Agent Borrower; provided, however, that if Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility, and then to the Term Loan Facility if such prepayment amounts are needed for the Borrower or paid to whomever may remain in compliance with this Agreement. Failure by the Borrower to comply with the Unsecured Debt Ratio within ninety (90) days of the date of such non-compliance shall be legally entitled thereto at such timean Event of Default.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from remarketing of Ship 7.7.1 During the Agent given at Remarketing Period: (i) following exercise by the request or with the consent Charterer of the Required LendersRxxxx Rejection Termination Right, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of shall apply the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or Additional Equity Debt Service Provision from time to time after funds are deposited in to meet its payment obligations under this Agreement and under the Facility LC Collateral Account, apply such funds to Swap Contracts; or (ii) following the payment exercise by the Charterer of the Obligations and any other amounts as No-fault Termination Right, the Borrower shall apply the Debt Service Reserve from time to time to meet its payment obligations under this Agreement and under the Swap Contracts; and (b) the Borrower shall not make any payments, prepayments or repayments in respect of a Shareholder Loan, but interest on a Shareholder Loan may be capitalised. 7.7.2 If a Replacement Charter is entered into during the Remarketing Period: (a) the Lenders shall continue to make the Loans then outstanding available to the Borrower (subject to any amendment of the Finance Documents which may have become due been a condition to the Lenders’ approval of the Replacement Charter); (b) in the case of the No-Fault Termination Remarketing Period, the Debt Service Reserve shall be adjusted to reflect the reduced debt service requirement resulting from the prepayment pursuant to Clause 7.6.2; and (c) the Lenders will consider in good faith (taking into account the terms and payable nature of the Replacement Charter) any request by the Borrower for additional finance for the Ship (without incurring an obligation to pay any fees for the arrangement of such finance) in an amount of up to the Lenders aggregate of the amounts prepaid under Clause 7.6.2 or Clause 7.6.3 (as applicable). 7.7.3 If a Replacement Charter has not been entered into by the LC Issuers under end of the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through Remarketing Period, the Borrower shall have prepay the Loans in full. 7.7.4 If any right to withdraw any part of the funds held Additional Equity Debt Service Provision is not utilised by the Borrower pursuant to Clause 7.7.1 (a)(i), at the end of the Rxxxx Rejection Remarketing Period in circumstances where no Replacement Charter has been entered into, such amount shall be applied in pro tanto satisfaction of the Borrower’s obligation under Clause 7.7.3. 7.7.5 If any part of the Additional Equity Debt Service Provision is not utilised by the Borrower pursuant to Clause 7.7.1 (a)(i), at the end of the Rxxxx Rejection Remarketing Period in circumstances where a Replacement Charter has been entered into, such amount (or part thereof) as in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all opinion of the Obligations have been indefeasibly paid in full and Lenders (acting reasonably) is necessary to reduce the aggregate Commitments have been terminated, any funds remaining in Loans to ensure debt service by the Facility LC Collateral Account charter hire payable under the Replacement Charter shall be returned by applied in prepayment of the Agent to Loans pro rata against the Borrower or paid to whomever may be legally entitled thereto at such timeoutstanding repayment instalments.

Mandatory Prepayment. The Borrower shall, upon five (1) Within three (3) Business Days’ notice from Days (or such later time to which the Agent given at the request or with the consent Lender may agree in its sole discretion) of the Required Lendersreceipt by any Debtor, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder Borrower or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 Subsidiary thereof of the Securities Net Cash Proceeds (“receipt” to include any receipt, including the initial payment, any subsequent payment (including installments, earnouts or similar payment) and Exchange Commission under upon release and receipt of any escrow, indemnity or holdback) from any Disposition of any Collateral (the Securities Exchange Act of 1934“Prepayment Date”), directly Borrower shall prepay, or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent cause to the foregoing payment of the Collateral Shortfall Amountbe prepaid, the Agent determines that the Collateral Shortfall Amount at Loan in an amount equal to 100% of such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or Net Cash Proceeds so received from time to time after funds are deposited in the Facility LC Collateral Accounttime; provided that no such prepayment shall be required if (A) no Event of Default shall have occurred or shall be continuing, apply such funds to the payment (B) within two (2) Business Days of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf receipt of or through such Net Cash Proceeds, the Borrower shall have any right provided written notice to withdraw any Lender of its intention to, within 20 days after the funds date of receipt of such Net Cash Proceeds, apply such Net Cash Proceeds to the towards the purchase price of equipment of substantially similar type and use that is not older than, and with a fair market value that is not less than, the Collateral (“Replacement Property”) subject to such Disposition (the “Replacement Period”), (C) such Net Cash Proceeds are held in a subaccount or other manner such that they are “identifiable cash proceeds” as used in the Facility LC Collateral Account UCC and (D) Borrower grants and conveys to Lender a perfected, first priority security interest, pursuant to this Section 2.09(b); provideddocumentation in form and substance satisfactory to Lender, however, that after in the Replacement Property (which shall constitute Collateral and be subject to all of the Obligations have been indefeasibly paid in full terms and provisions of this Agreement and the aggregate Commitments other Loan Documents) prior to the expiration of the Replacement Period. If the Replacement Period shall have been terminatedexpired prior to the consummation of the purchase of Replacement Property, the Net Cash Proceeds shall be released to Lender as prepayment of the outstanding principal of the Loan. Any Net Cash Proceeds applied to prepay the Loan during the first twenty-four (24) months after the Closing Date shall be credited against future quarterly principal amortization payments on the Loan due pursuant to Section 2(a) above, beginning with the first such quarterly amortization payment due after such Disposition and, if such Net Cash Proceeds are in excess of the amount due on such first quarterly payment date, such remaining proceeds shall be credited against the remaining quarterly principal amortization payments in direct order of maturity. (2) If any Collateral is lost, stolen, confiscated, destroyed or damaged (each, a “Casualty”), within five (5) Business Days of the receipt by any Debtor, Borrower or any Subsidiary thereof of Net Cash Proceeds from such Casualty (including, without limitation, any funds remaining Net Cash Proceeds received under any insurance policy in respect such Collateral), Borrower shall either (i) cause the repair of such Collateral such that the operational states of the Collateral so repaired is equivalent to the operational states of the Collateral prior to such Casualty or (ii) prepay the outstanding principal of the Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Casualty; provided that no such prepayment shall be required if (A) no Event of Default shall have occurred or shall be continuing, (B) within three Business Days of the receipt of such Net Cash Proceeds, the Borrower shall have provided written notice to Lender of its intention to, within 20 days after the date of receipt of such Net Cash Proceeds, apply such Net Cash Proceeds to the towards the purchase price of Replacement Property subject to such Casualty, (C) such Net Cash Proceeds are held in a subaccount or other manner such that they are “identifiable cash proceeds” as used in the Facility LC UCC and (D) Borrower grants and conveys to Lender a perfected, first priority security interest, pursuant to documentation in form and substance satisfactory to Lender, in the Replacement Property (which shall constitute Collateral Account and be subject to all of the terms and provisions of this Agreement and the other Loan Documents) prior to the expiration of the Replacement Period. If the Replacement Period shall have expired prior to the consummation of the purchase of Replacement Property, the Net Cash Proceeds shall be returned by released to Lender as prepayment of the Agent outstanding principal of the Loan. (3) No later than 120 days following the end of each Fiscal Year occurring after the date hereof, Borrower shall prepay the outstanding principal of the Loan in an amount equal to the Borrower or paid to whomever may be legally entitled thereto at 5% of its Consolidated Excess Cash Flow for such timeFiscal Year.

Mandatory Prepayment. The (a) Except as described in Section 2.3.1(b) below and subject to Article VIII, Mezzanine Borrower shallshall repay the Mezzanine Note, upon five Business Days’ notice from the Agent given at the request or in full, together with the consent Prepayment Fee (if applicable), in accordance with Section 4(b) and Section 4(d) (if applicable) of the Required Lenders, pay to Mezzanine Note upon the Agent occurrence of any of the Collateral Shortfall Amount at such time, which funds shall be held following events: (i) if all or any portion of the Mortgage Borrower’s interest in the Facility LC Collateral Account, and prepay Property is Transferred except in a manner that does not violate the Aggregate Outstanding Credit Exposures Loan Agreement (other than the undrawn stated amount under Mortgage) or as otherwise agreed to by Mezzanine Lender; (ii) if all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 portion of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly Mezzanine Borrower’s direct or indirectly, of Voting Stock of the indirect interest in Mortgage Borrower or any Senior Mezzanine Borrower (or any Senior Mezzanine Borrower’s interest any other securities convertible into Senior Mezzanine Borrower or Mortgage Borrower) is Transferred except in a manner that does not violate this Agreement or is otherwise agreed to by Mezzanine Lender; (iii) if a Transfer or series of Transfers of any direct or indirect ownership interests in the Mezzanine Borrower or any other SPE Entity shall occur which either individually or in the aggregate with all such Voting StockTransfers violates the requirements of Article VIII; or (iv) representing 30% if the Loan (Mortgage), First Mezzanine Loan, or more Second Mezzanine Loan is repaid in full or refinanced. (b) If there shall occur a casualty or Taking in respect of the combined voting power of all Voting Stock Property and as a result thereof either the Loan (Mortgage) or any Senior Mezzanine Loan is prepaid in whole or in part, then, to the extent that there shall be excess proceeds or awards available following the application of the Borrower. If at any time subsequent proceeds or awards to reconstruct or repair the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice Property or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of all or any portion of the Obligations Loan (Mortgage) and any other amounts as shall from time to time have become due and payable by the Borrower such Senior Mezzanine Loan pursuant to the Lenders or the LC Issuers under terms of the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Documents (Mortgage) and Senior Mezzanine Loan Documents (“Excess Proceeds”), Mezzanine Borrower shall have repay the Mezzanine Note, or a portion thereof, in the amount of such available Excess Proceeds (excluding payment of any right to withdraw any Prepayment Fee) in accordance with Section 4(b) of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account Mezzanine Note. All Excess Proceeds shall be returned by deposited directly into the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeMezzanine Account.

Mandatory Prepayment. (a) The Borrower obligations of the Company set forth in this Section with respect to mandatory prepayments shall in all respects be subject to the terms of the Company’s Senior Financing Arrangements, including without limitation, the Subordination Agreement. (b) Upon the occurrence of a Liquidity Event, all Principal Amount and interest on this Note shall become immediately due and payable at the option of the Holder. The Holder may, upon receiving notice of any Liquidity Event pursuant to Section 6(c) hereof, exercise its right to demand payment in full of this Note, by giving the Company notice of such election within ten (10) Business Days of receiving such notice. The Company shall, upon within five (5) Business Days’ Days following the consummation of an IPO or Asset Disposition, apply the Net Proceeds thereof to the prepayment of the Principal Amount of this Note, to the extent that such Net Proceeds shall not have been required to be applied to senior debt, and, the Company shall, concurrently with such prepayment of Principal Amount of this Note, pay interest on the amount prepaid (as provided in Section 2(a)) as though the date of prepayment was an Interest Payment Date. The Company shall, at or prior to the consummation of a Change in Control, prepay the entire Principal Amount of this Note, and, the Company shall, concurrently with such prepayment of Principal Amount of this Note, pay interest on the amount prepaid (as provided in Section 2(a)) as though the date of prepayment was an Interest Payment Date. (c) The Company shall give written notice from to the Agent Holder of any Liquidity Event at least ten (10) Business Days and not more than sixty (60) Business Days prior to the consummation of such event. Such notice shall be given in the manner specified in Section 7.4 of the Note Purchase Agreement. Nothing contained in this Section 6 shall be deemed a consent by the Holder or any affiliate or board representative thereof to the consummation of any Liquidity Event and the Company covenants and agrees that, notwithstanding any other provisions of any Transaction Document, it shall not consummate an Asset Disposition of all or substantially all of the assets of such Company without the consent in writing of all Holders of the Notes unless the Company pays the Notes in full at or prior to consummation thereof. In the request or event that the closing of an IPO is not consummated within sixty (60) days following the notice of prepayment given by the Company in connection with an IPO, the Company shall be under no obligation to make the payments as set forth above (but must once again comply with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held notice provisions above in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notesconnection with any subsequent closing). In addition, in the event that any Person such a notice of prepayment is delivered by the Company in connection with a Change of Control or two or more Persons acting in concert shall have acquired beneficial ownership Asset Disposition transaction and such transaction is not consummated within sixty (within the meaning of Rule 13d-3 60) days of the Securities notice of prepayment, the Company shall be under no obligation to make the payments as set forth above (but must once again comply with the notice provisions above in connection with any subsequent closing of such a transaction). (d) All prepayments under this Section 6 shall include payment of accrued interest on the Principal Amount so prepaid and Exchange Commission shall be applied first to payment of default interest, if any, then to payment of accrued interest, then to all costs, expenses and indemnities payable under the Securities Exchange Act of 1934)Note Purchase Agreement, directly or indirectlyif any, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent and thereafter to the foregoing payment of the Collateral Shortfall Principal Amount. (e) If more than one Note is outstanding, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay Net Proceeds payable under this Section 6 shall be applied to the Agent Notes pro rata, in accordance with the Collateral Shortfall Principal Amount at outstanding under each such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeNote.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such timea) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent the aggregate outstanding amount of the Loans exceeds the lesser of (i) the Borrowing Base, as calculated by the Borrowers in the most recent Borrowing Base Certificate delivered to the foregoing payment Administrative Agent pursuant to Section 7.03(m) (Reporting Requirements) and (ii) the Aggregate Commitment, the Borrowers shall, within three (3) Business Days thereof, prepay the Loans in an amount equal to the lesser of (1) the aggregate outstanding principal amount of the Collateral Shortfall Amount, Loans and (2) the Agent determines that amount by which the Collateral Shortfall Amount at such time is greater than zero, aggregate amount of the Agent may make demand on Loans outstanding exceeds the Borrower to pay, lesser of the Borrowing Base (as recalculated) and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may Aggregate Commitment. (b) If at any time or from time a Borrowing Base Certificate delivered to time after funds are deposited the Administrative Agent pursuant to Section 7.03(m) (Reporting Requirements) demonstrates that the then outstanding principal amount of the Loans exceeds the then effective Available Commitment, the Borrowers shall, within three (3) Business Days following the delivery of such Borrowing Base Certificate, prepay the Loans in the Facility LC Collateral Accountamount of such excess. (c) If the Borrowers elect to terminate or reduce the Commitments pursuant to Section 2.06(c) (Termination or Reduction of Commitments), apply such funds the Borrowers shall be required to prepay, on the date on which the Commitments will terminate or be reduced as determined by the Borrowers, an amount of the aggregate outstanding principal amount of the Loans equal to the payment lesser of (i) the aggregate outstanding principal amount of the Obligations Loans and any other amounts as (ii) the amount by which the aggregate amount of the Loans outstanding exceeds, after giving effect to the termination or reduction of the Commitments, the lesser of the Borrowing Base and the Aggregate Commitment. (d) All prepayments under this Section 3.08 shall from time to time have become due and payable be made by the Borrower Borrowers to the Lenders or Administrative Agent for the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any account of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full Lenders and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned accompanied by accrued interest on the Agent principal amount being prepaid to but excluding the Borrower or date of payment and by any additional amounts required to be paid to whomever may be legally entitled thereto at such timeunder Section 4.05 (Funding Losses).

Mandatory Prepayment. The (a) In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, transferred or released from the restrictions of Section 5.11 hereof, the Borrower shall, upon five Business Days’ notice from simultaneously with such sale, transfer or release, prepay the Agent given at the request or with the consent Loans in an amount equal to 100% of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at net proceeds of such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder sale or under the Notestransfer, in the event that any Person of a sale or two transfer, or more Persons acting in concert such lesser amount as shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on be required for the Borrower to payremain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower willto remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, forthwith upon such demand and without any further notice or act, pay either (i) the Borrower will add a Real Property Asset to the Agent Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Collateral Shortfall Amount at such time, which funds Unsecured Debt Ratio shall be deposited recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Facility LC Collateral Account. The Agent may at any time Unsecured Debt Ratio, or from time to time after funds are deposited in (ii) the Facility LC Collateral Account, apply such funds Borrower shall prepay to the payment Administrative Agent, for the account of the Obligations and any other amounts as shall from time Banks, an amount necessary to time have become due and payable cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any Unsecured Debt Ratio within ninety (90) days of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all date of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account such non-compliance shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timean Event of Default.

Mandatory Prepayment. The Borrower (a) If as of the last day of any calendar quarter the Borrowers LTV Ratio exceeds the Permitted LTV Ratio, but the Borrowers LTV Ratio is not greater than 52.5%, and provided that no Event of Default has occurred and is continuing, either (i) Xxxx or Xxxx XX shall add additional Real Property Assets to the Unencumbered Asset Pool Properties within 90 days of the date the Borrowers LTV Ratio exceeded the Permitted LTV Ratio, in accordance with the provisions of Section 3.3, or (ii) the Borrowers and/or CarrAmerica LP shall pay to the Lead Agent, for the account of the Banks, within 90 days of the date the Borrowers LTV Ratio exceeded the Permitted LTV Ratio, an amount such that the Loans outstanding subsequent to such payment do not cause the Borrowers LTV Ratio to exceed the Permitted LTV Ratio. In the event that the Borrowers LTV Ratio exceeds the Permitted LTV Ratio and is greater than or equal to 52.5%, then the Borrowers and/or CarrAmerica LP shall, upon within twenty-five (25) Domestic Business Days’ notice Days from the Agent given at last day of any calendar quarter or the request or with date of any New Acquisition when the consent of the Required LendersPermitted LTV Ratio is exceeded, pay to the Agent Lead Agent, for the Collateral Shortfall Amount at account of the Banks, an amount such timethat the Loans outstanding subsequent to such payment do not cause the Borrowers LTV Ratio to exceed the Permitted LTV Ratio. Failure by the Borrowers to comply with the Borrowers LTV Ratio within 90 days or 25 Domestic Business Days, which funds as the case may be, of the date of such non-compliance shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures an Event of Default. (other than the undrawn stated amount under all Facility LCs outstanding at such timeb) plus all interest thereon and all other amounts payable hereunder or under the Notes, in In the event that any Person an Unencumbered Asset Pool Property is sold or two released from the restrictions of Section 5.14 hereof, in accordance with this Agreement, the applicable Borrower shall simultaneously with such sale or more Persons acting in concert shall have acquired beneficial ownership (within release, prepay to the meaning of Rule 13d-3 Lead Agent, for the account of the Securities and Exchange Commission Banks, an amount equal to the amount required such that the Tranche A Loans or Tranche B Loans, as applicable, remain in compliance with the Permitted LTV Ratio after such sale or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock Section 1031 of the Borrower (or other securities convertible into such Voting StockInternal Revenue Code will not be subject to the provisions of this Section 2.10(b) representing 30% or more provided that the exchanged property has qualified as a New Acquisition and any "boot" associated therewith shall be applied to prepayment of the combined voting power Tranche A Loans or Tranche B Loans, as applicable. Sale of all Voting Stock a property in violation of this Section 2.10 shall constitute an Event of Default. (c) In the event that the Unencumbered Asset Pool Properties Minimum Debt Service Coverage is not maintained as of the Borrowerlast day of a calendar quarter, either (i) the Borrowers will add a New Acquisition or a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unencumbered Asset Pool Properties Minimum Debt Service Coverage shall be recalculated to include such New Acquisition or Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period, with appropriate pro forma adjustments to Unencumbered Asset Pool Net Operating Cash Flow) would result in compliance with the Unencumbered Asset Pool Properties Minimum Debt Service Coverage or (ii) the Borrowers and/or CarrAmerica LP shall prepay to the Lead Agent, for the account of the Banks, an amount necessary to cause the Unencumbered Asset Pool Properties Minimum Debt Service Coverage to be in compliance. Failure by the Borrowers and/or CarrAmerica LP to comply with the Unencumbered Asset Pool Properties Minimum Debt Service Coverage within 90 days of the date of such non-compliance shall be an Event of Default. (d) If at as of the last day of any time calendar quarter the Xxxx LTV Ratio exceeds 50%, but the Xxxx LTV Ratio is not greater than 52.5%, and provided that no Event of Default has occurred and is continuing, either (i) Xxxx shall add additional Real Property Assets to the Xxxx Unencumbered Asset Pool Properties within 90 days of the date the Xxxx LTV Ratio exceeded 50%, in accordance with the provisions of Section 3.3, or (ii) Xxxx shall pay to the Lead Agent, for the account of the Banks, within 90 days of the date the Xxxx LTV Ratio exceeded 50%, an amount such that the Tranche A Loans outstanding subsequent to such payment shall not cause the foregoing payment of Xxxx LTV Ratio to be greater than 50%. In the Collateral Shortfall Amount, the Agent determines event that the Collateral Shortfall Amount at such time Xxxx LTV Ratio exceeds 50% and is greater than zeroor equal to 52.5%, then Xxxx shall, within twenty-five (25) Domestic Business Days from the Agent may make demand on last day of any calendar quarter or the Borrower to pay, and date of any New Acquisition when the Borrower will, forthwith upon such demand and without any further notice or actXxxx LTV Ratio is greater than 50%, pay to the Agent Lead Agent, for the Collateral Shortfall Amount at account of the Banks, an amount such timethat the Tranche A Loans outstanding subsequent to such payment shall not cause the Xxxx LTV Ratio to be greater than 50%. Failure by Xxxx to comply with the Xxxx LTV Ratio within 90 days or 25 Domestic Business Days, which funds as the case may be, of the date of such non-compliance shall be deposited in an Event of Default. (e) If as of the Facility LC Collateral Account. The Agent may at last day of any time or from time to time after funds are deposited in calendar quarter the Facility LC Collateral AccountXxxx XX LTV Ratio exceeds 50%, apply such funds but the Xxxx XX LTV Ratio is not greater than 52.5%, and provided that no Event of Default has occurred and is continuing, either (i) Xxxx XX shall add additional Real Property Assets to the payment Xxxx XX Unencumbered Asset Pool Properties within 90 days of the Obligations and any other amounts as date the Xxxx XX LTV Ratio exceeded 50%, in accordance with the provisions of Section 3.3, or (ii) Xxxx XX shall from time to time have become due and payable by the Borrower pay to the Lenders Lead Agent, for the account of the Banks, within 90 days of the date the Xxxx XX LTV Ratio exceeded 50%, an amount such that the Tranche B Loans outstanding subsequent to such payment shall not cause the Xxxx XX LTV Ratio to be greater than 50%. In the event that the Xxxx XX LTV Ratio exceeds 50% and is greater than or equal to 52.5%, then Xxxx XX shall, within twenty-five (25) Domestic Business Days from the last day of any calendar quarter or the LC Issuers under date of any New Acquisition when the Loan Documents. Neither Xxxx XX LTV Ratio is greater than 50%, pay to the Borrower nor any Person claiming on behalf of or through Lead Agent, for the Borrower shall have any right to withdraw any account of the funds held in Banks, an amount such that the Facility LC Collateral Account pursuant Tranche B Loans outstanding subsequent to this Section 2.09(b); providedsuch payment shall not cause the Xxxx XX LTV Ratio to be greater than 50%. Failure by Xxxx XX to comply with the Xxxx XX LTV Ratio within 90 days or 25 Domestic Business Days, howeveras the case may be, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account date of such non-compliance shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timean Event of Default.

Mandatory Prepayment. The Borrower 6.4.1 In the event that a refinancing takes place of one or more of the Vessels, as a result of which the Lenders are requested to approve further exceptions to the terms of the Negative Pledges, a mandatory prepayment shall, upon five be made of the Attributable Amount relating to that Vessel, provided and to the extent applicable mandatory law permits the relevant Vessel Owner to pay dividends, make loans or otherwise make distributions to the Borrower in an amount equal to such Attributable Amount. 6.4.2 In the event of a sale or disposal of a Vessel (or of the shares in a Vessel Owner owning a Vessel) or the Agent having received not less than 5 Business Days’ notice from the Agent given at Borrower requesting that the request or with the consent Assignment relating to a Vessel, be released and discharged (a “Released Vessel”), a mandatory prepayment shall be made of the Required Lenders, pay Attributable Amount applicable to that Vessel provided and to the Agent extent applicable mandatory law permits the Collateral Shortfall Amount at relevant Vessel Owner to pay dividends, make laws or otherwise make distributions to the Borrower in an amount equal to such time, which funds Attributable Amount. Such prepayment shall be held made on the date of a sale or disposal of such Vessel and in the Facility LC Collateral Account, case of a Released Vessel on the date proposed by the Borrower for release and prepay discharge of the Aggregate Outstanding Credit Exposures (other than Assignment relating to that Vessel. Any such prepayment shall oblige the undrawn stated amount under all Facility LCs outstanding at such time) plus Borrower to make payment of all interest thereon accrued on the amount so prepaid up to and all other amounts payable hereunder or under including the Notes, date of prepayment together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period. 6.4.3 In the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership Vessel becomes a Total Loss, on the earlier to occur of (within a) the meaning date of Rule 13d-3 receipt of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock proceeds of the Borrower Total Loss and (or other securities convertible into such Voting Stockb) representing 30% or more the date falling one hundred and eighty (180) days after the occurrence of the combined voting power of all Voting Stock Total Loss, a mandatory prepayment shall, be made of the Borrower. If at any time subsequent Attributable Amount in respect of such Vessel, provided and to the foregoing payment of extent applicable mandatory law permits the Collateral Shortfall relevant Vessel Owner to pay dividends, make loans or otherwise make distributions to the Borrower in an amount equal to such Attributable Amount, the Agent determines that the Collateral Shortfall Amount at . Any such time is greater than zero, the Agent may make demand on prepayment shall oblige the Borrower to paymake payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period. 6.4.4 In the event that (i) the Charter on any of the Vessels (other than “MAERSK MAGELLAN” or “MAERSK METHANE”) is cancelled prior to its expiry date; and (ii) within one hundred and twenty days of such cancellation, and the Borrower will, forthwith upon relevant Vessel Owner has not entered into a replacement charter for such demand and without any further notice or act, pay Vessel with an Approved Charterer on terms reasonably acceptable to the Agent the Collateral Shortfall Amount at such timeMajority Lenders, which funds shall a mandatory prepayment shall, subject to applicable mandatory law, be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment made of the Obligations and any other amounts as Attributable Amount in respect of such Vessel. Any such prepayment shall from time to time have become due and payable by oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period. 6.4.5 Simultaneously with each prepayment in accordance with Clause 6.4.1, Clause 6.4.2, Clause 6.4.3 or Clause 6.4.5 (as the case may be), the Commitment of each Lender will reduce so that the Commitments of the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any in respect of the funds held amended Maximum Amount remain in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeaccordance with their respective Proportionate Shares.

Mandatory Prepayment. The On each date on which Administrative Agent actually receives a distribution of Net Proceeds, and if Administrative Agent does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, upon five Business Days’ notice from at Administrative Agent’s option, prepay the Agent given at Debt in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall and any Breakage Costs. If such prepayment occurs after a Securitization, Borrower shall make the request or with the consent of the Required Lenders, pay REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty shall be due in connection with any prepayment made pursuant to this Section 2.7(b) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Administrative Agent the Collateral Shortfall Amount at such time, which funds pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Administrative Agent as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the Facility LC Collateral Accountbenefit of Borrower, and prepay shall be applied by Administrative Agent on the Aggregate Outstanding Credit Exposures next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of Default then exists. Upon payment in full of the Debt, Lender shall disburse all Net Liquidation Proceeds After Debt Service to (other than the undrawn stated amount under all Facility LCs outstanding at such timea) plus all interest thereon and all other amounts payable hereunder or under the Notesfirst, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership the Mezzanine A Loan is outstanding, Mezzanine A Lender; (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934)b) second, directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in event the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Mezzanine A Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have has been indefeasibly paid in full and the aggregate Commitments have been terminatedMezzanine B Loan is outstanding, any funds remaining Mezzanine B Lender; and (c) then, in the Facility LC Collateral Account shall be returned by event the Agent to the Borrower or Mezzanine B Loan has been paid to whomever may be legally entitled thereto at such timein full, Borrower.

Mandatory Prepayment. The Borrower shall(a) Except as otherwise provided in Section 2.12(a), upon five Business Days’ notice from the Agent given at Lessor Notes shall be prepaid by the request or Owner Trust in whole, together with the consent of the Required Lenders, pay accrued interest thereon to the Agent date of prepayment, Make-Whole Premium (but only if, pursuant to Section 2.11(c), the Collateral Shortfall Amount at payment of Make-Whole Premium is required to be made in connection with such timeprepayment), which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts then payable hereunder or hereunder, under the Notes, Lessor Notes and under the other Operative Documents to the Holders in immediately available funds in Dollars at the place and by the time and otherwise in the event that any Person manner provided in Section 2.6, on the earliest of: (i) if the Facility Lease is terminated pursuant to Section 13.1 or two or more Persons acting 13.2 thereof, on the applicable Termination Date; or (ii) if the Facility Lease is terminated pursuant to Section 14.1 thereof, on the applicable Obsolescence Termination Date; or (iii) if the Facility Lease is terminated pursuant to Section 10.2(a) thereof, on the applicable Termination Date provided in concert Section 10.2(a) of the Facility Lease; or (iv) if the obligations represented by the Lessor Notes shall have acquired beneficial ownership (within the meaning of Rule 13d-3 been refinanced in whole but not in part pursuant to Section 14.2 of the Securities and Exchange Commission under Participation Agreement, on the Securities Exchange Act date of 1934), directly such refinancing. (b) Unless the Facility Lease or indirectly, of Voting Stock the Participation Agreement requires the Facility Lessee to give notice to the Lease Indenture Trustee of the Borrower event giving rise to a mandatory prepayment, the Owner Trust shall give a notice of prepayment (or other securities convertible into such Voting Stocksubject to revocation as provided below) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent under this Section 2.11 to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, Lease Indenture Trustee (and the Borrower will, forthwith upon Lease Indenture Trustee shall thereupon promptly deliver such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited each Holder) in the Facility LC Collateral Account. The Agent may at any time or manner specified in Section 7.6 promptly after the Owner Trust shall have received written notice from time to time after funds are deposited in the Facility LC Collateral Account, apply Lessee of any event giving rise to a mandatory prepayment pursuant to Section 2.11(a) hereof. Any such funds to the payment notice of the Obligations and any other amounts as prepayment shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf specify (i) that it is a notice of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account prepayment given pursuant to this Section 2.09(b); provided2.11, however(ii) the date fixed for such prepayment, that after all (iii) the clause of Section 2.11(a) hereof under which such prepayment is to be made, and (iv) the amount of and interest on each Lessor Note to be prepaid pursuant to Section 2.11(a) and the amount of the Obligations Make-Whole Premiums, if any. Any such notice given under this Section 2.11 by the Owner Trust may be withdrawn to the same extent as the corresponding notice under the Facility Lease or the Participation Agreement, as the case may be. (c) Make-Whole Premium shall be payable in connection with any mandatory prepayment of the Lessor Notes pursuant to this Section 2.11 if (i) such mandatory prepayment is required as a result of a termination of the Facility Lease pursuant to Section 14.1(a)(ii), (b) or (c) thereof or (ii) the obligations evidenced by the Lessor Notes shall have been indefeasibly paid refinanced pursuant to Section 14.2 of the Participation Agreement. Make-Whole Premium shall not be payable in full and connection with any mandatory prepayment of the aggregate Commitments have been terminated, any funds remaining in Lessor Notes pursuant to this Section 2.11 if such mandatory prepayment is required as a result of a termination of the Facility LC Collateral Account shall Lease pursuant to Section 10.2(a), 13.1, 13.2 or 14.1(a)(i) thereof. (d) Except as otherwise expressly provided in this Indenture, the Lessor Notes may not be returned by the Agent to the Borrower prepaid in whole or paid to whomever may be legally entitled thereto at such timein part.

Mandatory Prepayment. The Borrower shallSeries 2020A Certificates with a stated maturity date of December 1, upon five Business Days’ notice from 20 (the Agent given “Series 2020A Term Certificates”) will be subject to mandatory prepayment pursuant to the mandatory prepayment requirements of this Section at a Prepayment Price equal to 100% of the request or Principal Portion of Basic Rent represented by the Series 2020A Term Certificates being prepaid plus the Interest Portion of Basic Rent accrued to the Prepayment Date, as follows: S eries 2020A Term Certificates Maturing on December 1, 20 P rincipal Amount 20 † † Stated Maturity The Series 2020B Certificates with a stated maturity date of December 1, 20 (the “Series 2020B Term Certificates” and together with the consent Series 2020A Term Certificates, the “Term Certificates”) will be subject to mandatory prepayment pursuant to the mandatory prepayment requirements of this Section at a Prepayment Price equal to 100% of the Required Lenders, pay Principal Portion of Basic Rent represented by the Series 2020B Term Certificates being prepaid plus the Interest Portion of Basic Rent accrued to the Agent Prepayment Date, as follows: S eries 2020B Term Certificates Maturing on December 1, 20 P rincipal Amount 20 † † Stated Maturity At its option, to be exercised on or before the Collateral Shortfall Amount at 45th day next preceding any mandatory prepayment date, the City may: (1) deliver to the Trustee for cancellation Term Certificates in any aggregate principal amount desired, (2) furnish the Trustee funds, together with appropriate and specific purchase instructions, for the purpose of purchasing any of said Term Certificates from any Owner thereof, whereupon the Trustee shall expend such timefunds for such purpose to such extent as may be practical, or (3) receive a credit with respect to the mandatory prepayment obligation of the Trustee pursuant to this Indenture for any Term Certificates which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures prior to such date have been prepaid (other than through the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 operation of the Securities requirements herein) and Exchange Commission under cancelled by the Securities Exchange Act of 1934), directly Trustee and not theretofore applied as a credit against any prepayment obligation pursuant herein. Each Term Certificate so delivered or indirectly, of Voting Stock previously purchased or prepaid shall be credited at 100% of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more principal amount thereof on the obligation of the combined voting power of all Voting Stock Trustee to prepay Term Certificates of the Borrower. If at same series and payment date on such prepayment date, and any time subsequent to the foregoing payment excess of such amount shall be credited on future mandatory prepayment obligations for Term Certificates of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to paysame series and payment date in chronological order, and the Borrower principal amount of Certificates of the same series and payment date to be prepaid by operation of the requirements herein shall be accordingly reduced. If the District intends to exercise any option granted by the provisions of clauses (1), (2) or (3) above, the District will, forthwith upon on or before the 45th day next preceding each mandatory prepayment date, furnish the Trustee a certificate signed by an Authorized District Representative indicating to what extent the provisions of said clauses (1), (2), and (3) are to be complied with in respect to such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timemandatory prepayment.

Mandatory Prepayment. The 6.4.1 In the event that a refinancing takes place of one or more of the Vessels, as a result of which the Lenders are requested to approve further exceptions to the terms of the Negative Pledges, a mandatory prepayment shall be made of the Attributable Amount relating to that Vessel provided and to the extent applicable mandatory law permits the relevant Vessel Owner to pay dividends, make loans or otherwise make distributions to the Borrower shall, upon five in an amount equal to such Attributable Amount. 6.4.2 In the event of a sale or disposal of a Vessel (or of the shares in a Vessel Owner owning a Vessel) or the Agent having received not less than 5 Business Days’ notice from the Agent given at Borrower requesting that the request or with the consent Assignment relating to a Vessel be released and discharged (a “Released Vessel”), a mandatory prepayment shall be made of the Required Lenders, pay Attributable Amount applicable to that Vessel provided and to the Agent extent applicable mandatory law permits the Collateral Shortfall Amount at relevant Vessel Owner to pay dividends, make loans or otherwise make distributions to the Borrower in an amount equal to such time, which funds Attributable Amount. Such prepayment shall be held made on the date of a sale or disposal of such Vessel and in the Facility LC Collateral Account, case of a Released Vessel on the date proposed by the Borrower for release and prepay discharge of the Aggregate Outstanding Credit Exposures (other than Assignment relating to that Vessel. Any such prepayment shall oblige the undrawn stated amount under all Facility LCs outstanding at such time) plus Borrower to make payment of all interest thereon accrued on the amount so prepaid up to and all other amounts payable hereunder or under including the Notes, date of prepayment together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period. 6.4.3 In the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership Vessel becomes a Total Loss, on the earlier to occur of (within a) the meaning date of Rule 13d-3 receipt of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock proceeds of the Borrower Total Loss and (or other securities convertible into such Voting Stockb) representing 30% or more the date falling one hundred and eighty (180) days after the occurrence of the combined voting power of all Voting Stock Total Loss, a mandatory prepayment shall be made of the Borrower. If at any time subsequent Attributable Amount in respect of such Vessel provided and to the foregoing payment of extent applicable mandatory law permits the Collateral Shortfall relevant Vessel Owner to pay dividends, make loans or otherwise make distributions to the Borrower in an amount equal to such Attributable Amount, the Agent determines that the Collateral Shortfall Amount at . Any such time is greater than zero, the Agent may make demand on prepayment shall oblige the Borrower to paymake payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period. 6.4.4 In the event that (a) the Charter on any of the Vessels (other than “MAERSK MAGELLAN” or “MAERSK METHANE”) is cancelled prior to its expiry date; and (b) within one hundred and twenty days of such cancellation, and the relevant Vessel Owner has not entered into a replacement charter for such Vessel with an Approved Charterer on terms reasonably acceptable to the Majority Lenders, a mandatory prepayment shall, subject to applicable mandatory law, be made of the Attributable Amount in respect of such Vessel. Any such prepayment shall oblige the Borrower willto make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period. 6.4.5 For the avoidance of doubt, forthwith upon such demand if a mandatory prepayment is triggered under any of Clauses 6.4.1, 6.4.2, 6.4.3 or 6.4.4 and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited mandatory applicable law prevents payment being effected in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in manner therein set forth, the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and relevant mandatory prepayment is still payable by the Borrower to from other sources on the same dates and in the same amounts. 6.4.6 Simultaneously with each prepayment in accordance with Clause 6.4.1, Clause 6.4.2, Clause 6.4.3, Clause 6.4.4 or Clause 6.4.5 (as the case may be), the Commitment of each Lender will reduce so that the Commitments of the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any in respect of the funds held amended Maximum Amount remain in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeaccordance with their respective Proportionate Shares.

Mandatory Prepayment. The Borrower shall, upon (a) Within forty-five Business Days’ notice from the Agent given at the request or with the consent (45) days of the Required Lendersend of the second and fourth quarter of each Fiscal Year, pay the Issuer shall (a) repay an aggregate principal amount of the Securities equal to the Agent Excess Cash Flow for the Collateral Shortfall Amount at 6-month period ending on the last day of such timequarter, together with accrued and unpaid interest on such principal amount to the date of repayment, and (b) regardless of whether any repayment of principal is required under this Section, provide each Securityholder with a written notice containing in reasonable detail TWG International's calculation of Excess Cash Flow. Notwithstanding the preceding sentence, TWG International shall not be required to repay any principal under this Section unless Excess Cash Flow equals or exceeds the lesser of $250,000 or the aggregate principal amount of the Securities then outstanding, in which funds case all Excess Cash Flow then outstanding shall be used to repay principal in accordance with this Section. Any repayments of principal required by this Section shall be paid on an equal and ratable basis among the Securityholders in proportion, as nearly as practicable, to the respective unpaid principal amounts of the Securities held by each Securityholder. The reduction in the Facility LC Collateral Account, and prepay principal amount of the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount Securities effected by repayments made under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 this Section may be made without presentation of the Securities and Exchange Commission under shall be binding on all future Securityholders. Securityholders shall make the appropriate notation on the Securities Exchange Act to indicate the amount of 1934)any repayments under this Section. (b) The prepayment will be made in the following manner. At least 15 days prior to the date on which the Issuer proposes to make the prepayment required by this Section 3.6, directly or indirectlythe Issuer shall give the Trustee written notice of such prepayment, of Voting Stock which notice shall state the amount of the Borrower prepayment and the date the Issuer has selected that the prepayment be made, which date may not be later than 45 days from the end of the second and fourth quarters, as the case may be. The Trustee shall not be required to send a notice of mandatory redemption to the Holders with respect to such prepayment. At least one Business Day before the mandatory prepayment, the Issuer will deposit with the Trustee (or other securities convertible into such Voting Stockpaying agent) representing 30% or more in immediately available funds the money to be used to prepay the Securities. When the money to effect the mandatory prepayment of the combined voting power Securities is held by the Trustee for the purpose of all Voting Stock effecting such prepayment, interest on that portion of the BorrowerSecurities to be prepaid shall cease to accrue on the reduction of principal on Securities made a result of the prepayment, and such notations shall be binding on the Securityholders and all future Securityholders, even if such holders do not make such notations on the certificates representing such Securities. If at any time subsequent The prepayments will be made by the Trustee in increments of $100.00. Any Excess Cash Flow which does not meet this requirement will be returned to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account Issuer pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeits written instructions.

Mandatory Prepayment. The (a) Except as described in Section 2.3.1(b) below and subject to Article VIII, Mezzanine Borrower shallshall repay the Mezzanine Note, upon five Business Days’ notice from the Agent given at the request or in full, together with the consent Prepayment Fee (if applicable), in accordance with Section 4(b) and Section 4(d) (if applicable) of the Required LendersMezzanine Note upon the occurrence of any of the following events: (i) if all or any portion of the Mortgage Borrower’s interest in the Property is Transferred except in a manner that does not violate the Loan Agreement (Mortgage) or as otherwise agreed to by Mezzanine Lender; (ii) if all or any portion of the Mezzanine Borrower’s direct or indirect interest in Mortgage Borrower is Transferred except in a manner that does not violate this Agreement or is otherwise agreed to by Mezzanine Lender; (iii) if a Transfer or series of Transfers of any direct or indirect ownership interests in the Mezzanine Borrower or any other SPE Entity shall occur which either individually or in the aggregate with all such Transfers violates the requirements of Article VIII; or (iv) if the Loan (Mortgage) is repaid in full or refinanced. (b) If there shall occur a casualty or Taking in respect of the Property and as a result thereof either the Loan (Mortgage) is prepaid in whole or in part, pay then, to the Agent the Collateral Shortfall Amount at such time, which funds extent that there shall be held in excess proceeds or awards available following the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 application of the Securities and Exchange Commission under proceeds or awards to reconstruct or repair the Securities Exchange Act of 1934), directly Property or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of all or any portion of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower Loan (Mortgage) pursuant to the Lenders or the LC Issuers under terms of the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Documents (Mortgage) (“Excess Proceeds”), Mezzanine Borrower shall have repay the Mezzanine Note, or a portion thereof, in the amount of such available Excess Proceeds (excluding payment of any right to withdraw any Prepayment Fee) in accordance with Section 4(b) of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account Mezzanine Note. All Excess Proceeds shall be returned by deposited directly into the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeMezzanine Account.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ Having heretofore given notice from to the Agent given at the request or with the consent holders of the Required LendersControl Event in respect of the pending Blackstone Merger, pay promptly after the effective date of the First Amendment, and in any event within 5 days, the Company shall give notice of prepayment of all Notes pursuant to the Agent the Collateral Shortfall Amount at such timeSection 8.2(c), which funds notice shall not be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, rescindable except in the event that any Person the Company provides a certificate from a Responsible Officer to each holder certifying that efforts to effect the Blackstone Merger have ceased or two been abandoned, with an estimated prepayment date of November 14, 2007 or more Persons acting in concert such other date as the Blackstone Merger is scheduled to occur; provided such date is not later than January 1, 2008 (the date on which prepayment is made, the “Blackstone Prepayment Date”), and shall have acquired beneficial ownership (within the meaning of Rule 13d-3 prepay all, but not less than all, of the Securities and Exchange Commission under Notes held by each holder (in this case only, “holder” in respect of any Note registered in the Securities Exchange Act name of 1934)a nominee for a disclosed beneficial owner (any such disclosed beneficial owner being identified on Schedule I to the First Amendment) shall mean such beneficial owner) on the Blackstone Prepayment Date, directly or indirectly, of Voting Stock at 100% of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of principal amount so prepaid, accrued and unpaid interest on the combined voting power of all Voting Stock of the Borrower. If at any time subsequent Notes accrued to the foregoing payment date of prepayment and the Collateral Shortfall AmountMake-Whole Amount determined for the prepayment date with respect to such principal amount (in aggregate, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account“Prepayment Amount”). The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account Any prepayment made pursuant to this Section 2.09(b8.2(c)(i) shall be made in accordance with the provisions of Section 14.2, except that payment by the Company to the holders will be made to The Bank of New York (or such other bank as the Company shall so select with notice to the Holders (the “Paying Agent”); provided, however, that after all which shall act as paying agent for the purposes of dispensing payment to the holders in accordance with Schedule A to the Note Agreement. Upon payment of the Obligations have been indefeasibly paid in full Prepayment Amount by the Company to the Paying Agent, the debt represented by the Notes shall be satisfied and discharged and the aggregate Commitments provisions of Sections 7, 8, 9 and 10 shall cease to have been terminatedeffect; provided that if the First Amendment shall cease to be effective in accordance with Section 2 of the First Amendment, any funds remaining in the Facility LC Collateral Account provisions of Section 7, 8, 9 and 10 shall automatically be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timereinstated.

Mandatory Prepayment. The (a) Except as described in Section 2.3.1(b) below and subject to Article VIII, Mezzanine Borrower shallshall repay the Mezzanine Note, upon five Business Days’ notice from the Agent given at the request or in full, together with the consent Prepayment Fee (if applicable), in accordance with Section 4(b) and Section 4(d) (if applicable) of the Required LendersMezzanine Note upon the occurrence of any of the following events: (i) if all or any portion of the Mortgage Borrower’s interest in the Property is Transferred except in a manner that does not violate the Loan Agreement (Mortgage) or as otherwise agreed to by Mezzanine Lender; (ii) if all or any portion of the Mezzanine Borrower’s direct or indirect interest in Mortgage Borrower or any Senior Mezzanine Borrower is Transferred except in a manner that does not violates this Agreement or is otherwise agreed to by Mezzanine Lender; (iii) if a Transfer or series of Transfers of any direct or indirect ownership interests in the Mezzanine Borrower or any other SPE Entity shall occur which either individually or in the aggregate with all such Transfers violates the requirements of Article VIII; or (iv) if the Loan (Mortgage) is repaid in full or refinanced. (b) If there shall occur a casualty or Taking in respect of the Property and as a result thereof either the Loan (Mortgage) or any Senior Mezzanine Loan is prepaid in whole or in part, pay then, to the Agent the Collateral Shortfall Amount at such time, which funds extent that there shall be held in excess proceeds or awards available following the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 application of the Securities and Exchange Commission under proceeds or awards to reconstruct or repair the Securities Exchange Act of 1934), directly Property or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of all or any portion of the Obligations Loan (Mortgage) and any other amounts as shall from time to time have become due and payable by the Borrower such Senior Mezzanine Loan pursuant to the Lenders or the LC Issuers under terms of the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Documents (Mortgage) and Senior Mezzanine Loan Documents (“Excess Proceeds”), Mezzanine Borrower shall have repay the Mezzanine Note, or a portion thereof, in the amount of such available Excess Proceeds (excluding payment of any right to withdraw any Prepayment Fee) in accordance with Section 4(b) of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account Mezzanine Note. All Excess Proceeds shall be returned by deposited directly into the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeMezzanine Account.

Mandatory Prepayment. The On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender is not obligated to make such Net Proceeds available to Borrower shallfor Restoration or otherwise remit such Net Proceeds to Borrower pursuant to Section 7.4 hereof, upon five Business Days’ notice from Borrower shall prepay the Agent given at Debt or Lender shall apply an amount equal to one hundred percent (100%) of such Net Proceeds as a prepayment of the request or Debt in an amount up to the Release Price associated with the consent Individual Property to which such Net Proceeds relate together with any applicable Interest Shortfall and any Breakage Costs associated therewith. All Net Proceeds in excess of such Release Price and the Required Lendersapplicable Interest Shortfall and Breakage Costs associated therewith (if any) shall (i) if an Event of Default has occurred and is continuing, pay be held and applied by Lender in accordance with the terms of this Agreement and the other Loan Documents and (ii) if no Event of Default has occurred and is continuing be applied as follows: (A) first, to the Agent Mezzanine A Loan up to the Collateral Mezzanine A Release Price for the affected Individual Property (together with any applicable Interest Shortfall Amount at such time, which funds shall be held (as defined in the Facility LC Collateral AccountMezzanine A Loan Agreement) and any Breakage Costs (as defined in the Mezzanine A Loan Agreement) associated therewith), (B) second, to the Mezzanine B Loan up to the Mezzanine B Release Price for the affected Individual Property (together with any applicable Interest Shortfall (as defined in the Mezzanine B Loan Agreement) and any Breakage Costs (as defined in the Mezzanine B Loan Agreement) associated therewith), (C) third, to the Mezzanine C Loan up to the Mezzanine C Release Price for the affected Individual Property (together with any applicable Interest Shortfall (as defined in the Mezzanine C Loan Agreement) and any Breakage Costs (as defined in the Mezzanine C Loan Agreement) associated therewith), and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such timeD) plus all interest thereon and all other amounts payable hereunder or under the Notesfourth, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds remaining Net Proceeds shall be deposited into the Cash Management Account and applied by Lender in accordance with the Facility LC Collateral Accountterms of this Agreement. The Agent may at any time or from time Borrower shall make the payment pursuant to time after funds are deposited in the Facility LC Collateral Account, apply such funds Section 7.3(b) hereof as and to the payment of the Obligations and extent required hereunder. No prepayment premium or penalty (including, without limitation, any other amounts as Prepayment Premium, Yield Maintenance Premium and/or Default Yield Maintenance Premium) shall from time to time have become be due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor in connection with any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account prepayment made pursuant to this Section 2.09(b2.7(d) (including, without limitation, in connection with any payment pursuant to Section 7.3(b) hereof); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account . Any prepayment received by Lender pursuant to this Section 2.7(d) on a date other than a Monthly Payment Date shall be returned held by Lender as collateral security for the Agent Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the Borrower or benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds paid to whomever may be legally entitled thereto at Borrower on such timedate provided no Event of Default then exists.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ ' notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.

Mandatory Prepayment. The (a) Except as described in Section 2.3.1(b) below and subject to Article VIII, Mezzanine Borrower shallshall repay the Mezzanine Note, upon five Business Days’ notice from the Agent given at the request or in full, together with the consent Prepayment Fee (if applicable), in accordance with Section 4(b) and Section 4(d) (if applicable) of the Required LendersMezzanine Note upon the occurrence of any of the following events: (i) if all or any portion of the Mortgage Borrower’s interest in the Property is Transferred except in a manner that does not violate the Loan Agreement (Mortgage) or as otherwise agreed to by Mezzanine Lender; (ii) if all or any portion of the Mezzanine Borrower’s direct or indirect interest in Mortgage Borrower is Transferred except in a manner that does not violate this Agreement or is otherwise agreed to by Mezzanine Lender; (iii) if a Transfer or series of Transfers of any direct or indirect ownership interests in the Mezzanine Borrower or any other SPE Entity shall occur which either individually or in the aggregate with all such Transfers violates the requirements of Article VIII; or (iv) if either the Loan (Mortgage or First Mezzanine Loan) is repaid in full or refinanced. (b) If there shall occur a casualty or Taking in respect of the Property and as a result thereof either the Loan (Mortgage) or any Senior Mezzanine Loan is prepaid in whole or in part, pay then, to the Agent the Collateral Shortfall Amount at such time, which funds extent that there shall be held in excess proceeds or awards available following the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 application of the Securities and Exchange Commission under proceeds or awards to reconstruct or repair the Securities Exchange Act of 1934), directly Property or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of all or any portion of the Obligations Loan (Mortgage) and any other amounts as shall from time to time have become due and payable by the Borrower such Senior Mezzanine Loan pursuant to the Lenders or the LC Issuers under terms of the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Documents (Mortgage) and Senior Mezzanine Loan Documents (“Excess Proceeds”), Mezzanine Borrower shall have repay the Mezzanine Note, or a portion thereof, in the amount of such available Excess Proceeds (excluding payment of any right to withdraw any Prepayment Fee) in accordance with Section 4(b) of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account Mezzanine Note. All Excess Proceeds shall be returned by deposited directly into the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeMezzanine Account.

Mandatory Prepayment. The (i) In case of receipt by the Borrower shallof any Net Debt Incurrence Proceeds, upon five the Borrower shall prepay the Loans, concurrently with and on the same Business Days’ notice from the Agent given at the request Day of (or with the consent of on such other date acceptable to the Required Lenders) the receipt of such Net Debt Incurrence Proceeds, pay in an amount equal to the Agent lesser of (x) the Collateral Shortfall Amount at aggregate principal of, and interest on, the Loans then outstanding, and (y) the aggregate amount of such timeNet Debt Incurrence Proceeds. (ii) In case of receipt by the Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds during any fiscal year of the Borrower, which funds shall be held in excess of U.S.$25,000,000 (or the Dollar Equivalent thereof), individually or in the Facility LC Collateral Accountaggregate, and prepay in connection with any Disposition or series of Dispositions by the Aggregate Outstanding Credit Exposures Borrower or any of its Subsidiaries (other than the undrawn stated amount under all Facility LCs outstanding at Excluded Dispositions) made during such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock fiscal year of the Borrower (the amount of such excess, the “reference Net Asset Sale Proceeds amount”), the Borrower shall, or shall cause such Subsidiary to, prepay the Loans, concurrently with and on the same Business Day of (or on such other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent date acceptable to the foregoing payment Required Lenders) the receipt of such Net Asset Sale Proceeds, in an amount equal to the Collateral Shortfall Amountlesser of (x) the aggregate principal of, and interest on, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to payLoans then outstanding, and (y) the Borrower will, forthwith upon product of (A) the aggregate amount of such demand reference Net Asset Sale Proceeds amount and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment (B) 0.50. (iii) In case of the Obligations and any other amounts as shall from time to time have become due and payable receipt by the Borrower or any of its Subsidiaries of any Concessionaire Disposition Proceeds, the Borrower shall, or shall cause such Subsidiary to, prepay the Loans, concurrently with and on the same Business Day of (or on such other date acceptable to the Lenders or Required Lenders) the LC Issuers under receipt of such Concessionaire Disposition Proceeds, in an amount equal to the Loan Documents. Neither lesser of (x) the Borrower nor aggregate principal of, and interest on, the Loans then outstanding, and (y) the aggregate amount of such Concessionaire Disposition Proceeds. (iv) In case of receipt by Xxxxxxx of any Person claiming on behalf of or through Xxxxxxx Sale Proceeds, the Borrower shall have any right prepay the Loans, concurrently with and on the same Business Day of (or on such other date acceptable to withdraw any the Required Lenders) the receipt by Xxxxxxx of such Xxxxxxx Sale Proceeds, in an amount equal to the lesser of (x) the aggregate principal of, and interest on, the Loans then outstanding, and (y) the aggregate amount of such Xxxxxxx Sale Proceeds. (v) In the event a Change in Control occurs, the Borrower shall, concurrently with and on the same day of the funds held occurrence of such Change in Control (or on such other date acceptable to the Required Lenders), prepay all Loans then outstanding. (vi) In the event the Gasoducto Sur Peruano Concession Agreement is terminated or cancelled for any reason, the Borrower shall, in the Facility LC Collateral Account pursuant to this Section 2.09(b); providedcase of clause (A) below, however, that after all concurrently with and on the same day of the Obligations have been indefeasibly paid in full occurrence of such termination or cancellation (or on such other date acceptable to the Required Lenders) and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by case of clause (B) below, concurrently with and on the Agent same day of the credit rating downgrade set forth therein (or on such other date acceptable to the Required Lenders), prepay all Loans then outstanding, if, and only to the extent that, (A) the credit rating of the Borrower by at least two of S&P, Fitch or paid Xxxxx’x is not “BB-” or “Ba3,” as applicable, or higher, on the day of the occurrence of such termination or cancellation, or (B) a downgrade to whomever may be legally entitled thereto at any credit rating of the Borrower by S&P, Fitch or Moody’s results after the occurrence of such timetermination or cancellation, but only to the extent such downgrade occurs as a result of such termination or cancellation.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent any Loan Party shall receive any cash proceeds from any equity issuances by such Loan Party and/or any sale of assets by such Loan Party (other than sale of Inventory in the ordinary course of business) and/or the incurrence of any Subordinated Debt and/or any Permitted Secured Mezzanine Debt by any one or more Loan Parties (in each case to the foregoing payment extent any such equity issuance or sale of assets or incurrence of Subordinated Debt or Permitted Secured Mezzanine Debt is permitted under the terms of the Collateral Shortfall AmountLoan Agreement), the Agent determines that the Collateral Shortfall Amount at Loan Parties shall remit to Lender one hundred percent (100%) of such time is greater than zero, the Agent may make demand on the Borrower to pay, cash proceeds (net of any reasonable costs and the Borrower will, forthwith upon expenses of such demand and without any further notice equity issuance or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time sale of assets or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment Subordinated Debt or Permitted Secured Mezzanine Debt) as a mandatory prepayment of the Obligations and any other amounts Loan or such lesser amount as shall from time may be necessary to time have become due and payable by the Borrower to the Lenders or the LC Issuers repay in full all Loans outstanding under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b)Agreement; provided, however, that after all (i) the foregoing mandatory prepayment shall not apply to any funds provided to the Loan Parties by the Lender and (ii) the Lender may, at its option (which option shall be in the sole and absolution discretion of the Obligations have been indefeasibly paid in full Lender), waive such mandatory prepayment. Any prepayment of the Loans under this Section 2(e) shall prepay the Loans, which amounts may be re-borrowed, and all such prepayments shall include payment of accrued interest and applicable Prepayment Fee on the aggregate Commitments have been terminatedprincipal amount being prepaid; provided, however, such Prepayment Fee shall not apply to any funds remaining prepayment made under this Section 2(e) with proceeds resulting from the exercise of currently issued and outstanding options and warrants or from the exercise of any employee stock options to be issued in the Facility LC Collateral Account future. All payments made pursuant to this Section 2(e) shall be returned by the Agent applied to the Borrower or paid payment of interest before application to whomever may be legally entitled thereto at such timeprincipal.

Mandatory Prepayment. (i) On the next occurring Monthly Payment Date following the date on which Lender shall receive any Net Proceeds Prepayment that Lender is entitled to apply in accordance with this Section 2.7(b) and not otherwise make available or deliver to Borrower pursuant to Section 7.4, Borrower shall prepay or authorize Lender to apply such Net Proceeds Prepayment as a prepayment of all or a portion of the outstanding principal balance of the Loan in an amount equal to the aggregate of (A) the Net Proceeds Prepayment up to an amount equal to the Release Amount for the affected Individual Property, (B) all Additional Interest and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof, excluding any Breakage Costs (collectively, the “Mandatory Prepayment Amount”). Amounts paid to or applied by Lenxxx xx a Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Lender pursuant to clause (C) above and then to the amounts set forth in clauses (A) and (B) simultaneously. Except during the continuance of an Event of Default, any Net Proceeds Prepayment to be applied pursuant to this Section 2.7(b) in excess of the Mandatory Prepayment Amount shall be paid to Mezzanine Lender and applied as Net Liquidation Proceeds After Debt Service or if the Mezzanine Loan has been paid in full, to Borrower. During the continuance of an Event of Default, Lender may apply such Net Proceeds Prepayment to the Debt (until paid in full) in any order or priority as Lender may determine in its sole discretion. No Prepayment Premium or other premium or penalty shall be due in connection with any prepayment made pursuant to this Section 2.7(b). The Borrower shallRelease Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Lender prior to obtaining a release of the applicable Individual Property. Lender shall provide to Borrower, upon five Business Daysten (10) days’ notice from the Agent given at the request or with the consent prior notice, (x) a release of the Required LendersIndividual Property if (I) at any time the Release Amount is reduced to zero, pay together with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the Agent the Collateral Shortfall Amount at such timeportion of an Individual Property that is subject to a Condemnation. (ii) As provided in Section 7.4(e) hereof, which funds each Casualty/Condemnation Prepayment tendered by Borrower to Lender in accordance with said Section 7.4(e) shall be held in the Facility LC Collateral Account, and prepay amount of the Aggregate Outstanding Credit Exposures Release Amount in respect of the applicable Individual Property. No Prepayment Premium or other penalty or premium shall be due in connection with any such Casualty/Condemnation Prepayment. (other than the undrawn stated amount iii) In connection with any release under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notesthis Section 2.7(b), in the event that any Person or two or more Persons acting such release would result in concert an Individual Borrower being an Unencumbered Borrower, such Unencumbered Borrower shall have acquired beneficial ownership (within be released by Lender from the meaning of Rule 13d-3 obligations of the Securities Loan Documents, except with respect to those obligations and Exchange Commission under liabilities which expressly survive the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock repayment of the Loan pursuant to any Loan Document and shall no longer be a Borrower for the purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, Lenxxx xxrees to deliver (A) a UCC-3 financing statement termination or other securities convertible into such Voting Stock) representing 30% or more of amendment releasing Lenxxx’x security interest in the combined voting power of all Voting Stock of the collateral pledged to Lender relating to each Unencumbered Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and (B) instruments executed by Lender reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers its obligations under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held All reasonable costs and expenses incurred by Lender in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account connection with such release shall be returned paid by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeBorrower.

Mandatory Prepayment. The (a) Upon each receipt by the Borrower shall, upon five Business Days’ notice from the Agent given at the request or of claim proceeds with the consent respect to a Total Loss of the Required Sulfide Project or the Current Operations, the Borrower shall within 30 days after such receipt apply the proceeds so received to prepay the Outstanding Advance Amounts of the Senior Facility Lenders. (b) Upon each receipt by the Borrower of the proceeds of property Insurance for physical loss or damage (which shall not include any sum paid in settlement of a liability to a third party nor any sum representing the proceeds of business interruption Insurance), the Borrower shall promptly deposit all such proceeds into the Proceeds Account and: (i) Subject to paragraph (f) below, if the proceeds so received are in excess of US$10 million but not more than US$100 million, the Borrower shall within 60 days after receipt of such proceeds apply the proceeds so received to prepay the Outstanding Advance Amounts of the Senior Facility Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of unless the Borrower (x) intends to use such proceeds for the repair, reconstruction or other securities convertible into such Voting Stock) representing 30% or more replacement of the combined voting power lost or damaged property, or to replenish the Proceeds Account to the extent of all Voting Stock any such repair, reconstruction or replacement expenses actually paid with funds credited to the Proceeds Account and (y) notifies to the Administrative Agent in writing within 30 days after receipt of such proceeds its plans for the repair, reconstruction or replacement of the lost or damaged property or the status of implementation of such plans if already started; and (ii) If the proceeds so received are in excess of US$100 million, the Borrower shall within 60 days after receipt of such proceeds apply the proceeds so received to prepay the Outstanding Advance Amounts of the Senior Facility Lenders, unless the Borrower submits a plan for the use of such proceeds to the Administrative Agent and the Independent Engineer within 30 days of receipt and such plan is approved by the Administrative Agent (acting upon instructions from the Majority Facility Lenders, taking into consideration the nature of the loss, the reasonableness of the Borrower. If at 's plan and the Outstanding Advance Amount and the ability to pay the Senior Facility Loans Obligations as and when they become due), provided that such approval shall be deemed given in the absence of a response from the Administrative Agent within 30 days from receipt of the Borrower's request for approval. (c) Upon each receipt by Borrower of expropriation proceeds in connection with an expropriation by the Peruvian government of any time subsequent of its asset or assets, the Borrower shall promptly deposit all such expropriation proceeds into the Proceeds Account and: (i) Subject to paragraph (f) below, if the proceeds so received are in excess of US$10 million but below US$100 million, except if such proceeds related to an expropriation of Non-Replaceable Property, the Borrower shall within 60 days after receipt of such proceeds apply the proceeds so received to prepay the Outstanding Advance Amounts of the Senior Facility Lenders, unless the Borrower (x) intends to use such proceeds for the replacement of the expropriated property or to replenish the Proceeds Account to the foregoing payment extent of any replacement expenses actually paid with funds credited to the Proceeds Account and (y) notifies to the Administrative Agent in writing within 30 days after receipt of such proceeds its plans for the replacement of the Collateral Shortfall Amountexpropriated property or the status of implementation of such plans if already started; and (ii) If the proceeds so received are in excess of US$100 million or in excess of US$10 million but relate to an expropriation of Non-Replaceable Property, the Borrower shall within 60 days after receipt of such proceeds apply the proceeds so received to prepay the Outstanding Advance Amounts of the Senior Facility Lenders, unless the Borrower submits a plan for the use of such proceeds to the Administrative Agent determines that and the Collateral Shortfall Amount at Independent Engineer within 30 days of receipt and such time plan is greater than zeroapproved by the Administrative Agent (acting upon instructions from the Majority Facility Lenders, taking into consideration the nature of the loss, the Agent may make demand on reasonableness of the Borrower to pay, Borrower's plan and the Borrower willOutstanding Advance Amount and the ability to pay the Senior Facility Loans Obligations as and when they become due), forthwith upon provided that such demand and without any further notice approval shall be deemed given in the absence of a response from the Administrative Agent within 30 days from receipt of the Borrower's request for approval. (d) If 90 days after the making of the Advance made on or act, pay immediately prior to the Agent the Collateral Shortfall Amount at such timeAvailability Period End Date, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds proceeds thereof have not been fully applied to the payment of Project Costs, the Obligations Borrower shall, within 30 days, apply such remaining proceeds to prepay the Outstanding Advance Amounts of the Senior Facility Lenders. (e) The Borrower may also be required to prepay the Outstanding Advance Amounts of one or several Senior Facility Lenders as and any other amounts as when contemplated in Section 3.12. (f) During the Continuance of a Borrower Event of Default, but prior to delivery of an Enforcement Direction, the application of the proceeds in clauses (b)(i) and (c)(i) of this Section 3.06 shall from time be subject to time have become due and payable the delivery by the Borrower to Borrower, and approval by the Lenders or Administrative Agent, of a plan for the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf use of or through the Borrower shall have any right to withdraw any such proceeds as provided in clauses (b)(ii) and (c)(ii), as applicable, of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b)3.06; provided, however, that after all upon delivery of a Borrower Enforcement Direction the direction contained therein shall apply. (g) On the Debt Buy-Down Closing Date, the Borrower shall prepay the Outstanding Advance Amounts of the Obligations have been indefeasibly paid Senior Facility Lenders in full an amount equal to the difference between the Retired Principal Senior Loan Amount and the aggregate Commitments have been terminated, any funds remaining in portion of the Facility LC Collateral Account shall be returned Purchased Principal Senior Loan Amount purchased and paid for by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeall Parent Companies.

Mandatory Prepayment. (i) The Borrower shallwill immediately prepay the Loans at any time when the aggregate principal amount of all Loans exceeds the then extant Borrowing Base, upon five Business Days’ notice from to the Agent given at full extent of any such excess. On each day that any Loans are outstanding, the request Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or with exceeds the consent aggregate principal amount of all Loans outstanding on such day. (ii) The Borrower will immediately prepay the outstanding principal amount of the Required Lenders, pay to Term Loan and the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, Delayed Draw Term Loans in the event that the Total Revolving Credit Commitment is terminated for any Person or two or more Persons acting in concert shall have acquired beneficial ownership reason. (within the meaning iii) [intentionally omitted]. (iv) [intentionally omitted]. (v) Immediately upon receipt of Rule 13d-3 any proceeds of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of any Disposition by the Borrower (or other securities convertible into such Voting Stock) representing 30% a sale of all or more substantially all of the combined voting power assets of a Portfolio Company), the Borrower shall prepay the outstanding principal amount of the Revolving Loans in an amount equal to 100% of the Net Cash Proceeds received by the Borrower (or the Portfolio Company in the case of a sale of all Voting Stock or substantially all of its assets) in connection with such Disposition (or the BorrowerPortfolio Company in the case of a sale of all or substantially all of its assets). If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on Nothing contained in this clause (v) shall permit the Borrower to pay, and make a Disposition of any property other than a Permitted Disposition. (vi) Upon the Borrower will, forthwith upon such demand and without any further notice issuance or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable incurrence by the Borrower to the Lenders of any Indebtedness (other than Permitted Indebtedness), or the LC Issuers under the Loan Documents. Neither sale or issuance by the Borrower nor of any Person claiming on behalf shares of or through its Capital Stock, the Borrower shall have any right prepay the Revolving Loans in an amount equal to withdraw any 100% of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned Net Cash Proceeds received by the Agent Borrower in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Upon the receipt by the Borrower or paid any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Revolving Loans in an amount equal to whomever may be legally entitled thereto at 100% of such timeExtraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts.

Mandatory Prepayment. (i) On the next occurring Monthly Payment Date following the date on which Lender shall receive any Net Proceeds Prepayment that Lender is entitled to apply in accordance with this Section 2.7(b) and not otherwise make available or deliver to Borrower pursuant to Section 7.4, Borrower shall prepay or authorize Lender to apply such Net Proceeds Prepayment as a prepayment of all or a portion of the outstanding principal balance of the Loan in an amount equal to the aggregate of (A) the Net Proceeds Prepayment up to an amount equal to the Release Amount for the affected Individual Property, (B) all Additional Interest and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof, excluding any Breakage Costs (collectively, the “Mandatory Prepayment Amount”). Amounts paid to or applied by Lxxxxx as a Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Lender pursuant to clause (C) above and then to the amounts set forth in clauses (A) and (B) simultaneously. Except during the continuance of an Event of Default, any Net Proceeds Prepayment to be applied pursuant to this Section 2.7(b) in excess of the Mandatory Prepayment Amount shall be paid to Borrower. During the continuance of an Event of Default, Lender may apply such Net Proceeds Prepayment to the Debt (until paid in full) in any order or priority as Lender may determine in its sole discretion. No Prepayment Premium or other premium or penalty shall be due in connection with any prepayment made pursuant to this Section 2.7(b). The Borrower shallRelease Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Lender prior to obtaining a release of the applicable Individual Property. Lender shall provide to Borrower, upon five Business Daysten (10) days’ notice from the Agent given at the request or with the consent prior notice, (x) a release of the Required LendersIndividual Property if (I) at any time the Release Amount is reduced to zero, pay together with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the Agent the Collateral Shortfall Amount at such timeportion of an Individual Property that is subject to a Condemnation. (ii) As provided in Section 7.4(e) hereof, which funds each Casualty/Condemnation Prepayment tendered by Borrower to Lender in accordance with said Section 7.4(e) shall be held in the Facility LC Collateral Account, and prepay amount of the Aggregate Outstanding Credit Exposures Release Amount in respect of the applicable Individual Property. No Prepayment Premium or other penalty or premium shall be due in connection with any such Casualty/Condemnation Prepayment. (other than the undrawn stated amount iii) In connection with any release under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notesthis Section 2.7(b), in the event that any Person or two or more Persons acting such release would result in concert an Individual Borrower being an Unencumbered Borrower, such Unencumbered Borrower shall have acquired beneficial ownership (within be released by Lender from the meaning of Rule 13d-3 obligations of the Securities Loan Documents, except with respect to those obligations and Exchange Commission under liabilities which expressly survive the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock repayment of the Loan pursuant to any Loan Document and shall no longer be a Borrower for the purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, Lxxxxx agrees to deliver (A) a UCC-3 financing statement termination or other securities convertible into such Voting Stock) representing 30% or more of amendment releasing Lxxxxx’s security interest in the combined voting power of all Voting Stock of the collateral pledged to Lender relating to each Unencumbered Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and (B) instruments executed by Lender reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers its obligations under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held All reasonable costs and expenses incurred by Lender in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account connection with such release shall be returned paid by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeBorrower.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such timea) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent the aggregate outstanding principal balance of all Revolving Credit Advances exceeds the Maximum Revolving Credit Amount less the Letter of Credit Exposure, the Borrowers, jointly and severally, shall immediately repay to the foregoing payment Administrative Agent for the ratable accounts of the Collateral Shortfall AmountLenders an amount equal to such excess. (b) The Borrowers shall make all required principal payments on the Term Loans on the dates when due. (c) The Borrowers, jointly and severally, shall also make prepayments as follows: (i) On each Excess Cash Payment Date for each Excess Cash Payment Period, the Agent determines Borrowers shall prepay the Loans in an amount equal to 75% of the Excess Cash Flow Amount to be applied in accordance with clauses (iii) and (iv) below; PROVIDED, HOWEVER, that such prepayment shall be reduced to 50% of the Collateral Shortfall Excess Cash Flow Amount at if the Consolidated Leverage Ratio for such time period is greater equal to or less than zero1.75-to-1; (ii) At any time, if URHC and its Subsidiaries receive proceeds from (A) the disposition of assets after the Closing Date, excluding proceeds from the disposition of assets in the ordinary course of business, (B) the issuance of equity interests, excluding the first $10,000,000 of proceeds from the issuance of equity interests after the Closing Date, (C) the incurrence of Indebtedness other than the Loans and Indebtedness permitted under Section 9.1, (D) tax refunds or insurance claims, excluding proceeds from tax refunds and insurance claims which the Borrowers reinvest within 270 days of receipt into other operating assets, the Agent may make demand on Borrowers shall prepay the Borrower Loans in an amount equal to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment 100% of the Obligations and any other amounts as shall from time Net Cash Proceeds therefrom to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held be applied in the Facility LC Collateral Account accordance with clause (iii) below; (iii) All mandatory prepayments pursuant to this Section 2.09(b); provided4.1(c) shall (A) be applied PRO RATA to reduce the outstanding principal amounts of the Term Loans 34 PROVIDED, howeverHOWEVER, that after all such mandatory prepayments made pursuant to Section 4.1(c)(ii) shall be applied to the required principal repayments of the Obligations Term Loans in inverse order of maturity, (B) after the Term Loans have been indefeasibly paid repaid in full full, be applied to mandatory reductions of the Maximum Revolving Credit Amount, and (C) except as otherwise provided in clause (i) above, be made ten (10) days following the notice to the Administrative Agent described in clause (iv) below; (iv) The Borrowers shall, on the Excess Cash Payment Date and within three (3) Business Days of the occurrence of any event described in clause (ii) of this Section 4.1(c), provide the Administrative Agent with written notice of the Excess Cash Flow Amount for the relevant Excess Cash Payment Period and the aggregate Commitments have been terminatedproceeds received or to be received in connection with the occurrence of any event described in clause (ii) of this Section 4.1(c), any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timerespectively.

Mandatory Prepayment. The (a) If as of the last day of any calendar quarter the LTV Ratio exceeds the Permitted LTV Ratio, provided that no Event of Default has occurred and is continuing, either (i) the Borrower shallshall add additional Real Property Assets to the Mortgaged Properties within thirty (30) days of the date of delivery of the financial statements (or the date on which such statements should have been delivered) of Borrower with respect to such calendar quarter the LTV Ratio exceeded the Permitted LTV Ratio, upon five Business Days’ notice from the Agent given at the request or in accordance with the consent provisions of Section 3.3, or (ii) the Required Lenders, Borrower shall pay to the Agent Lead Agent, for the Collateral Shortfall Amount at account of the Banks, within thirty (30) days of the date of delivery of the financial statements (or the date on which such timestatements should have been delivered) of Borrower with respect to such calendar quarter the LTV Ratio exceeded the Permitted LTV Ratio, which funds shall be held in an amount such that the Facility LC Collateral Account, and prepay Loans outstanding subsequent to such payment do not cause the Aggregate Outstanding Credit Exposures LTV Ratio to exceed the Permitted LTV Ratio. (other than the undrawn stated amount under all Facility LCs outstanding at such timeb) plus all interest thereon and all other amounts payable hereunder or under the Notes, in In the event that any Person or two or more Persons acting a Mortgaged Property is sold in concert accordance with Section 3.4(c) hereof, the Bor- rower shall have acquired beneficial ownership (within simultaneously with such sale, prepay to the meaning of Rule 13d-3 Lead Agent, for the account of the Securities and Exchange Commission under the Securities Exchange Act of 1934)Banks, directly or indirectly, of Voting Stock an amount equal to 125% of the Borrower Allocated Mortgaged Property Loan Amount for such Mortgaged Property. Sale of a Mortgaged Property in violation of this Section 2.9 shall constitute an Event of Default. (or other securities convertible into such Voting Stockc) representing 30% or more In the event that the Minimum Debt Service Coverage is not maintained as of the combined voting power last day of all Voting Stock a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Mortgaged Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Minimum Debt Service --------- ---- Coverage shall be recalculated to include such Real Property Asset as though the same had been a Mortgaged Property for the entire applicable period) would result in compliance with the Minimum Debt Service Coverage or (ii) the Borrower shall prepay to the Lead Agent, for the account of the Borrower. If at any time subsequent Banks, an amount necessary to cause the foregoing payment Minimum Debt Service Coverage to be in compliance within ninety (90) days of the Collateral Shortfall Amount, date on which the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower Minimum Debt Service Coverage failed to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Accountmaintained. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable Failure by the Borrower to comply with the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any Minimum Debt Service Coverage within ninety (90) days of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all date of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account such non-compliance shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timean Event of Default.

Mandatory Prepayment. The Borrower shall(i) So long as any Revolving B Loan, upon five Business Days’ notice from any Letter of Credit is outstanding, any L/C Outstandings exist or the Agent given at Bank shall have any Revolving B Commitment hereunder, the request or with Borrowers will, unless the Bank shall otherwise consent of in writing, maintain as collateral security for the Required LendersRevolving B Loans and L/C Outstandings, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all accrued interest thereon and all the other amounts payable hereunder or under the Notes, related Obligations in the event that any Person or two or more Persons acting respect thereof Revolving B Collateral with an Adjusted Revolving B Collateral Value in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 excess of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock sum of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more unpaid principal balance of the combined voting power of all Voting Stock of Revolving B Loans, the BorrowerL/C Outstandings and accrued interest and unpaid commitment fee thereon. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent Bank determines that the Collateral Shortfall Amount at such time is greater than zeroaggregate principal amount of the outstanding Revolving B Loans, the Agent may make demand on L/C Outstandings and accrued interest and unpaid commitment fee thereon equals or exceeds an amount equal to the Borrower Adjusted Revolving B Collateral Value, the Borrowers will, upon five (5) days' written notice from the Bank, either (A) prepay the Revolving B Loans by an amount sufficient such that, after such prepayment, the aggregate principal amount of the outstanding Revolving B Loans, the L/C Outstandings and accrued interest and unpaid commitment fee thereon does not exceed the amount equal to paythe Revolving B Advance Value, or (B) provide for a grant to the Collateral Agent, as collateral security for the Revolving B Loans, the L/C Outstandings and accrued interest and unpaid commitment fee thereon and the other related Obligations in respect thereof, a perfected, first priority security interest in, and lien on, additional collateral that is in such amounts and having such market values, liquidity, volatility, marketability and other characteristics as the Borrower willBank may in its sole discretion determine to be acceptable and sufficient to cause, forthwith upon after the grant of such demand additional security interest, the aggregate principal amount of the outstanding Revolving B Loans, the L/C Outstandings and without any further notice or act, pay accrued interest and unpaid commitment fee thereon not to exceed the amount equal to the Agent sum of (I) the Revolving B Advance Value, plus (II) the loan value assigned by the Bank (in its sole discretion) to any other Collateral Shortfall Amount at provided to the Bank pursuant to clause (B) above (and in connection with such timegrant, which funds the Borrowers will execute and deliver such agreements, instruments, legal opinions and other documents as the Bank may reasonably request). Without limiting the generality of the foregoing, it is hereby understood and agreed that the Bank shall have no obligation whatsoever to accept additional interests in any Partnership as additional collateral to satisfy any obligation of the Borrowers that may arise under this Section 2.2(d). (ii) If on any date (A) the sum of the aggregate principal amount of outstanding Revolving B Loans plus the L/C Outstandings exceeds (B) the amount of the Revolving B Commitment, the Borrowers shall immediately prepay the Revolving B Loans in an amount equal to such excess (or, to the extent no Revolving B Loan is outstanding, provide cash collateral for L/C Outstandings (in accordance with Section 2.13 hereof)). (iii) Each prepayment shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to accompanied by the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower accrued interest to the Lenders or date of such prepayment on the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full amount prepaid and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent subject to the Borrower or paid to whomever may be legally entitled thereto at such timeprovisions of Section 2.10.

Mandatory Prepayment. If the Borrower sells or otherwise transfers all or any portion of the Shares to any person, including but not limited to Allied Worldwide, NAVL or Xxxxxxx, Dubilier & Rice Fund V Limited Partnership ("CD&R Fund"), the Borrower shall prepay in full the remaining principal of the Term Note and interest thereon to the date of the prepayment, provided that if the Borrower sells the Shares to Allied Worldwide, NAVL or CD&R Fund following the Borrower's termination of employment and Allied Worldwide, NAVL or CD&R Fund, as the case may be, elects to pay the purchase price for the Shares in two installments, the Borrower shall (i) on the date of receipt from Allied Worldwide, NAVL or CD&R Fund, as the case may be, of the first such installment, apply the entire amount of such installment first to the prepayment of accrued and unpaid interest on the Term Note to the date of such prepayment and second to the unpaid principal amount of the Term Note and (ii) on the date of receipt from Allied Worldwide, NAVL or CD&R Fund, as the case may be, of the second such installment, apply such installment to the prepayment in full of any remaining unpaid principal of the Term Note, together with accrued and unpaid interest thereon to the date of such prepayment. Any proceeds with respect to a repurchase of any of the Shares by Allied Worldwide or NAVL shall be paid directly to the Lender by Allied Worldwide or NAVL, as the case may be, for the account of the Borrower to be applied to repay the remaining principal of the Term Note and interest thereon to the date of the prepayment. The Borrower shall, upon five Business Days’ notice hereby directs Allied Worldwide and NAVL to make any such payment directly to the Lender to the extent of the amount owing hereunder and under the Term Note. The Borrower hereby acknowledges that Allied Worldwide and NAVL may rely on advice from the Agent given at the request or with the consent of the Required Lenders, pay Lender as to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, amount owing hereunder and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in Term Note. In the event that the Borrower's employment with NAVL is terminated for any Person reason whatsoever, and (a) Allied Worldwide, NAVL and CD&R Fund have not exercised their respective options to repurchase all or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 any portion of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of Shares then held by the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of if, the Borrower. If at any time subsequent to 's employment was terminated by the foregoing payment of the Collateral Shortfall AmountBorrower's death, the Agent determines that Borrower's estate) within the Collateral Shortfall Amount at such time is greater than zero, 120 day option period (the Agent may make demand on the Borrower to pay, "Repurchase Option Period") and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through (b) the Borrower shall not have any right exercised its right, if any, to withdraw any require Allied Worldwide or NAVL to purchase all (but not less than all) of the funds held in Shares within the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all 30 day period (the "Repurchase Requirement Period") following the expiration of the Obligations have been indefeasibly paid Repurchase Option Period, the Lender may demand prepayment in full and of the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned obligations evidenced by the Agent Term Note by written notice (an "Acceleration Notice") to the Borrower or paid (or, as applicable, the Borrower's estate). If the Lender sends an Acceleration Notice to whomever may the Borrower requiring prepayment, the Borrower shall be legally entitled thereto at such timerequired to prepay the outstanding principal balance of the Term Note in full, together with all unpaid accrued interest and other charges, on the date which is 20 days after the expiration of the Repurchase Requirement Period.

Mandatory Prepayment. The Borrower shallIf at any time from and after the Closing Date, upon five Business Days’ notice the Company, RMOP, the Borrower, or any of its Consolidated Subsidiaries receives proceeds from the Agent given at sale or refinancing of an unencumbered Project, the request or with the consent Borrower and/or RMOP shall be required to prepay a portion of the Required Lenders, pay Loan in an amount equal to the Agent Net Cash Proceeds received; provided that RMOP shall only be obligated to apply Net Cash Proceeds from the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and sale or refinancing of an unencumbered Project owned by RMOP to prepay the Aggregate Outstanding RMOP Revolving Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the BorrowerObligations. If at any time subsequent from and after the Closing Date: (i) the Company, RMOP or the Borrower merges or consolidates with another Person and the Company, RMOP or Borrower, as the case may be, is not the surviving entity, or (ii) the Company, the Borrower, any of its Affiliates or consolidated Subsidiaries or the Management Company ceases to provide property management and leasing services to at least 80% of the total number of Projects in which the Borrower has a direct ownership interest (the date any such event shall occur being the "Prepayment Date"), the Borrower and/or RMOP, as the case may be, shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date and, the Revolving Credit Commitment thereupon shall be terminated; provided that RMOP shall not be liable to make any payment in excess of the RMOP Revolving Credit Obligations, and provided further that in the case of a merger or consolidation of RMOP pursuant to clause (i), RMOP shall have no further right to request Loans or Letters of Credit hereunder. The Borrower and RMOP shall immediately make such prepayment together with interest accrued to the foregoing payment date of the Collateral Shortfall Amountprepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender; provided that RMOP shall not be liable to make any payment in excess of the RMOP Revolving Credit Obligations together with interest thereon, and RMOP shall not be responsible to return or cause to be returned any Letters of Credit other than Letters of Credit issued for its account. In connection with the prepayment of any Loan prior to the maturity thereof, the Agent determines Borrower and RMOP shall also pay any applicable expenses pursuant to Section 5.2(f); provided that RMOP shall not be liable for any such payment other than any such payments incurred in connection with the Collateral Shortfall Amount at RMOP Revolving Credit Obligations. Each such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds prepayment shall be deposited in applied to prepay ratably the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment Loans of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan DocumentsLenders. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account Amounts prepaid pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent 4.1(d) (other than amounts prepaid pursuant to the first sentence of this Section 4.1(d)) may not be reborrowed. As used in this Section 4.1(d) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) sales or conveyances among Borrower or paid to whomever may be legally entitled thereto at such timeRMOP and any of their consolidated Subsidiaries, or (ii) mortgages or other security interests secured by Real Property or other Property.

Mandatory Prepayment. The (a) A Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that may Transfer any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If Individual Property at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all (i) such Borrower shall have given the Lender at least 30 days' prior written notice of the Obligations Transfer, (ii) no Default or Event of Default shall have been indefeasibly paid occurred and be continuing or shall result from such Transfer, (iii) the Lender shall have received from the Borrowers financial statements, calculations and other backup information with respect to the matters referred to in full clause (ii) above, all in form and substance reasonably satisfactory to the Lender and accompanied by an Officer's Certificate stating that such statements, calculations and information are true, correct and complete in all material respects, and (iv) upon the date of the consummation of any such Transfer, the Borrowers shall pay to the Lender (unless such notice is revoked by the Borrowers prior to the date specified therein in which event the Borrowers shall immediately reimburse the Lender for any reasonable costs incurred in connection with the giving of such notice and its revocation): (1) all interest accrued on the portion of the Loan being prepaid through the date of prepayment; (2) if such prepayment is made on a day other than a Payment Date, any Breakage Costs incurred or to be incurred by the Lender; (3) the payment of the Prepayment Fee with respect to the prepayment of the Note; as of the date of such Transfer; provided, however, that no Prepayment Fee shall be payable if the aggregate Commitments have been terminated, Release Price required to be paid with respect to such Transfer and all previous Transfers of Individual Properties does not exceed 20% of the highest amount of Principal Indebtedness outstanding since the Closing Date; (4) an amount equal to the Release Price; and (5) all other amounts due under the Related Mortgage. (b) If the Borrowers are required by the Lender under the provisions of a Mortgage to prepay the Loan or any funds remaining portion thereof in the Facility LC Collateral Account shall be returned by the Agent to the Borrower event of damage, destruction or paid to whomever may be legally entitled thereto at such time.a Taking

Mandatory Prepayment. The (a) At any time after the Senior Debt is repaid in full, the Senior Lenders have no obligations to make further loans to the Borrower shallpursuant to the Senior Credit Agreement and all letters of credit issued pursuant to the Senior Credit Agreement have been cash secured on a dollar for dollar basis, promptly upon receipt of the Net Cash Proceeds from any Asset Sale or sale/leaseback transaction with respect to the Borrower's or its Subsidiaries' motor vehicles, or receipt of any insurance proceeds with respect to properties or assets of the Borrower or any of its Subsidiaries, the Borrower shall prepay the Loans in accordance with Section 2.9(c) in an amount equal to 100% of the amount by which aggregate Net Cash Proceeds received from such Asset Sales or insurance proceeds during any twelve month period exceeds five Business Days’ notice percent of the Borrower's Consolidated Net Worth, and 100% of the amount of Net Cash Proceeds received from any such sale/leaseback transaction. (b) At any time after the Senior Debt is repaid in full, the Senior Lenders have no obligations to make further loans to the Borrower pursuant to the Senior Credit Agreement and all letters of credit issued pursuant to the Senior Credit Agreement have been cash secured on a dollar for dollar basis, except as expressly set forth in this Section 2.9(b), if the Borrower or any of its Subsidiaries receives Net Cash Proceeds from the Agent given at the request or with the consent issuance of the Required LendersCapital Stock to any Person, pay to the Agent the Collateral Shortfall Amount and if at such time, which funds shall be held the Leverage Ratio equals or exceeds 3.50 to 1.00 (based on the most recent financial information in Agent's possession at the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at time of such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934determination), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right prepay the Loans in accordance with Section 2.9(c) in a principal amount equal to withdraw any 50% of the funds held amount by which aggregate Net Cash Proceeds received from such issuances during any twelve month period exceeds $2,000,000. Notwithstanding the foregoing, the prepayment described above shall not be required in connection with (i) an issuance of Capital Stock to First Reserve and (ii) an issuance of Capital Stock made by April 30, 2006 to any other Person who has made material investments in, or otherwise has long-term experience in managing companies in, the Facility LC Collateral Account Borrower's industry so long as the aggregate Net Cash Proceeds received from such issuances pursuant to clause (ii) of this Section 2.09(b)sentence does not exceed $20,000,000; provided, howeverthat, that after all if the aggregate Net Cash Proceeds received from such issuances pursuant to clause (ii) of this sentence does exceed $20,000,000, the Borrower shall prepay the Loans in accordance with Section 2.9(c) in a principal amount equal to 50% of the Obligations have been indefeasibly paid in full amount of such excess. (c) Any prepayment made under Sections 2.9(a) or (b) shall (i) be applied first to accrued interest and the aggregate Commitments have been terminated, remainder to principal and (ii) not be subject to any funds remaining minimum payment provisions contained in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timethis Agreement.

Mandatory Prepayment. The Borrower shallIf, upon five Business Days’ notice from at any time, the Agent given at the request or with the consent sum of the Required Lendersaggregate -------------------- principal amount of outstanding Revolving Loans plus the Letter of Credit Usage exceeds the Revolving Commitment then in effect, pay the Borrowers shall immediately repay Revolving Loans in an amount equal to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b)excess; provided, however, that -------- ------- if after repayment pursuant to this subsection of all Revolving Loans then outstanding, the Letter of Credit Usage shall exceed the Revolving Commitment then in effect, the Borrowers shall immediately deliver to the Agent, to hold as cash collateral as security for the obligations of the Obligations have been indefeasibly paid Borrowers to reimburse the Issuing Bank for the amount of any drawings honored under any outstanding Letters of Credit, an amount such that the Letter of Credit Usage minus that ----- amount that is less than or equal to the Revolving Commitment then in full and effect; provided that in lieu of furnishing such cash collateral as aforesaid, the -------- Borrowers may deliver outstanding Letters of Credit for cancellation, so that the resulting Letter of Credit Usage is less than or equal to the Revolving Commitment then in effect. If, at any time after such cash collateral is delivered to the Agent, the Revolving Commitment then in effect exceeds (i) the aggregate Commitments have been terminatedprincipal amount of Revolving Loans outstanding (ii) the Letter of Credit Usage minus the cash collateral delivered to the Agent, any funds remaining then a portion of ----- the cash collateral held by the Agent for the purposes described above shall be paid to the Borrowers immediately, in the Facility LC Collateral Account amount by which the Revolving Commitment exceeds the sum of clauses (i) and (ii) specified above. Any amount delivered to the Agent pursuant to this Section shall be returned held in an interest bearing account established by the Agent and any interest paid on such account shall be paid by the Agent to the Borrower or paid Borrowers promptly following receipt thereof by the Agent; provided, however, that noting herein shall require the Agent to whomever may be legally entitled thereto at -------- ------- obtain any particular rate of interest on such timeaccount.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from On the Agent given at first (1st) Payment Date occurring after the request or with the consent fourth (4th) anniversary of the Required LendersClosing Date (the "Mandatory Prepayment Date"), pay to the Agent the Collateral Shortfall Amount at such time, which funds Borrower shall be held required to prepay in whole the Facility LC Collateral AccountDebt, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the unless Borrower shall have any right to withdraw any satisfied each of the funds held following terms and conditions on or prior to the Mandatory Prepayment Date: (a) no Event of Default shall be continuing on the Mandatory Prepayment Date; (b) if the Interest Rate Cap Agreement is scheduled to mature on or prior to the Mandatory Prepayment Date, Borrower shall obtain and deliver to Lender not later than the first day following the Mandatory Prepayment Date (provided that the form of such Replacement Interest Rate Cap shall have been delivered to Lender not later than ten (10) Business Days prior to the first day following the Mandatory Prepayment Date), one or more Replacement Interest Rate Cap Agreements at the Strike Price from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreements shall be effective commencing on the first day following the Mandatory Prepayment Date and shall have a maturity date not earlier than the Maturity Date; (c) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding the Mandatory Prepayment Date shall not be less than 1.45:1.00, provided that Borrower shall have the right on the Mandatory Prepayment Date to repay a portion of the Loan on a pro rata basis with the Mortgage Loan and each Other Mezzanine Loan based on the respective original principal amounts of the Loan, the Mortgage Loan and each Other Mezzanine Loan in an amount necessary to cause the foregoing Debt Service Coverage Ratio requirement to be satisfied; (d) Borrower shall have delivered to Lender as of the Mandatory Prepayment Date an Officer's Certificate in form reasonably acceptable to Lender certifying that each of the representations and warranties of Borrower contained in the Facility LC Collateral Account pursuant Loan Documents is true, complete and correct in all material respects as of the date of such Officer's Certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time or are no longer true and correct as a result of factual circumstances or events that have occurred subsequently, provided such circumstances and events that have occurred subsequently do not constitute a Default or an Event of Default that is continuing; (i) Each of Mortgage Borrower and Maryland Owner, First Mezzanine Borrower, Second Mezzanine Borrower and Third Mezzanine Borrower shall have contemporaneously extended the term of the Mortgage Loan, the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan, respectively, and (ii) each of the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower and the Sixth Mezzanine Borrower shall have satisfied the conditions set forth in Section 2.4.4 of the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Agreement, respectively, such that they are not required to repay their respective Mezzanine Loan; and (f) Borrower shall have paid to Lender all reasonable costs incurred by Lender in connection with the requirements set forth in this Section 2.09(b); provided2.4.4 (including reasonable attorneys' fees) excluding any Spread Maintenance Premium, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall prepayment penalty or breakage fees which might otherwise be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timedue.

Mandatory Prepayment. The (i) If the Borrower receives any cash proceeds of the Zohar I Collateral, then on or before the second (2nd) Business Day after receipt of such proceeds the Borrower shall deliver such cash proceeds to the Lender for deposit into the Collection Account and on the first Interest Payment Date thereafter, the Lender shall (A) use all such cash proceeds to pay accrued but unpaid interest on the Applicable Tranche, including any PIK Principal, and (B) prepay the outstanding principal of the Applicable Tranche (including any Make-Whole Premium) with any remaining proceeds; provided that any such cash proceeds received by the Lender after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be applied in accordance with clauses (A) and (B) hereof on the Interest Payment Date after such Interest Payment Date. (ii) If the Borrower receives any cash proceeds of the Xxxxx XX Collateral, then on or before the second (2nd) Business Day after receipt of such proceeds the Borrower shall deliver such cash proceeds to the Lender for deposit into the Collection Account and on the first Interest Payment Date thereafter, the Lender shall (A) use the Xxxxx XX Prepayment Percentage of such cash proceeds (the “Xxxxx XX Prepayment Proceeds”) to (x) first, pay accrued but unpaid interest on the Applicable Tranche, including any PIK Principal, and (y) second, prepay the outstanding principal of the Applicable Tranche (including any Make-Whole Premium) with any remaining Xxxxx XX Prepayment Proceeds; and (B) pay the Borrower cash in the amount of the MBIA Corp. Percentage of such cash proceeds. Any cash proceeds described in this clause (c)(ii) that are received by the Lender after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be applied in accordance with clauses (A) and (B) hereof on the Interest Payment Date after such Interest Payment Date. (iii) If, on the last day of any fiscal quarter of the Borrower, beginning with the fiscal quarter ending June 30, 2019 (x) the Borrower’s Available Liquidity exceeds $100,000,000 and (y) the Borrower’s Statutory Surplus exceeds $250,000,000, the Borrower shall, upon five following the submission of its statutory financial statement for such quarter to NYDFS, promptly seek approval or non-disapproval from NYDFS (“NYDFS Approval”) to make a prepayment under this Section 2.04(c)(iii) and, on or before the second (2nd) Business Days’ Day after (A) receipt of NYDFS Approval or (B) if no notice of disapproval is received from the Agent given at the NYDFS, 30 days (or such longer time period as may be (i) reasonably necessary to respond to requests from NYDFS for additional information or documents in connection with such request for approval or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at (ii) requested by NYDFS in reviewing such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such timerequest for approval) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of after the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amountrequested approval from NYDFS, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have deliver cash in an amount equal to the Cash Sweep Amount to the Lender for deposit into the Collection Account and, on the first Interest Payment date thereafter, the Lender shall apply such cash to (AA) accrued but unpaid interest on the Applicable Tranche, including any right to withdraw any PIK Principal, and then (BB) prepay the outstanding principal of the funds held Applicable Tranche (including any Make-Whole Premium) with the remaining Cash Sweep Amount. In the event the NYDFS objects to or otherwise prevents any portion of the payments described in the Facility LC Collateral Account pursuant to this Section 2.09(b2.04(c)(iii); provided, howeverthe Borrower shall, that after subject to NYDFS Approval to make such payment, pay all approved portions of the Obligations have been indefeasibly paid in full and Cash Sweep Amount, as provided for herein. Any portion of the aggregate Commitments have been terminated, Cash Sweep Amount that is received by the Lender after 11:00 a.m. on the third Business Day preceding any funds remaining in the Facility LC Collateral Account Interest Payment Date shall be returned by applied in accordance with clauses (AA) and (BB) hereof on the Agent to the Borrower or paid to whomever may be legally entitled thereto at Interest Payment Date after such timeInterest Payment Date.

Mandatory Prepayment. The If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shallshall immediately pay to Agent, upon five Business Days’ notice from for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the Agent given at the request or with the consent sum of: (i) all outstanding principal of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Credit Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable hereunder or under the NotesFee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within Credit Facility Schedule for the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to payCredit Facility being prepaid, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds (iv) all other sums that shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of [***] in respect of assets upon which Agent maintained a Lien, an amount equal to [***] of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Lenders Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to [***] of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the LC Issuers under Obligations. Notwithstanding the Loan Documents. Neither the Borrower nor any Person claiming on behalf foregoing, (a) so long as no Default or Event of or through the Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any right casualty policy up to withdraw [***] (other than with respect to losses of property comprised of Inventory and Clinical Trial Materials, as to which no dollar limit shall apply) in the aggregate with respect to any property loss in any one (1) year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); providedLenders, however, that after all on account of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeObligations.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from (a) If on any date prior to the Agent given at the request or with the consent termination of the Required LendersRevolving Credit Commitment, pay the Total Revolving Credit Outstandings as of such date exceed (i) the Total Revolving Credit Commitment or (ii) the Borrowing Base, the Borrower, without notice or demand, shall immediately apply an amount (without duplication) equal to any such excess to the prepayment in full of any outstanding Revolving Credit Loans. (b) In the event of any Disposition (whether voluntary or involuntary) outside the ordinary course of business of any Property of the Borrower or any of its Subsidiaries (including the Disposition of the Trinidad Interests or any part thereof) occurring prior to the Termination Date that results in Net Cash Proceeds in excess of $1,000,000 in the aggregate, (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or receipt of proceeds of such Disposition (including the Collateral Shortfall Amount at amount of the estimated Net Cash Proceeds to be received by the Borrower or such timeSubsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition, which funds the Borrower shall deliver all of such Net Cash Proceeds in excess of $1,000,000 in the aggregate to the Administrative Agent for application to the then outstanding Loans. Nothing herein contained shall impair or otherwise affect the prohibitions against the Disposition of Property contained herein and in the Loan Documents or any requirement that the Bankruptcy Court approve such Disposition. Any proceeds of a Disposition in this Section 2.9(b) designated to pay actual taxes payable and costs of such Disposition shall be held by the Administrative Agent in escrow until applied to such taxes and costs. (c) Prior to the earlier of the Termination Date or the date upon which the Loans hereunder become due and payable in accordance with Section 7, all proceeds of the Inventory and proceeds of the Receivables of the Borrower and the Guarantors and all Cash Collateral generated in the Facility LC Collateral Account, ordinary course of the Borrower's and prepay the Aggregate Outstanding Credit Exposures Guarantors' businesses (other than the undrawn stated amount under all Facility LCs outstanding at such timeamounts subject to Section 2.9(b) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stockhereof) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time Collection Account and transferred on a daily basis to time after funds are deposited in the Facility LC Collateral AccountConcentration Account and applied daily as follows: (i) first, apply such funds to the payment of actual, necessary expenses of the Obligations type set forth in the Budget (subject to variations from the Budget permitted herein); (ii) second, to the costs, fees and any expenses of the Administrative Agent (including without limitation the fees and expenses of its counsel and other amounts professionals and previous employed or retained by the Administrative Agent) to the extent not contained in the Budget; (iii) third, to the repayment of all Revolving Loans hereunder until all Revolving Loans shall be fully paid; and (iv) fourth, to be held by the Administrative Agent in the Concentration Account until release or applied; and fifth, as the Orders shall provide it if then in effect and otherwise as shall from time to time have become due and payable be determined by the Borrower Bankruptcy Court. The Administrative Agent shall make the application provided for by clauses (ii) and (iii) above once each Business Day automatically after 2:00 P.M. (New York City time) on such day. (d) Amounts to be applied in connection with prepayments made pursuant to paragraph (b) of this Section 2.9 shall be applied, first, to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any prepayment of the funds held in Term Loans and, second, to reduce permanently the Facility LC Collateral Account pursuant Total Revolving Credit Loans. (e) Any reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans to this Section 2.09(b); providedthe extent, howeverif any, that after all the Total Revolving Credit Outstandings exceeds the amount of the Obligations have been indefeasibly paid in full and the aggregate Total Revolving Credit Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeas so reduced.

Mandatory Prepayment. The Borrower shallContemporaneously with the delivery to the Noteholders of annual financial statements pursuant to Section 5.1(a) hereof, commencing with the delivery to the Noteholders of the financial statements for the fiscal year ended on December 31, 2019 or, if such financial statements are not delivered to the Noteholders on the date such statements are required to be delivered pursuant to Section 5.1(a) hereof, on the date such statements are required to be delivered to the Noteholders pursuant to Section 5.1(a) hereof, the Issuer shall prepay the outstanding principal amount of the Notes in accordance with Section 2.4 in an amount equal to the result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Issuer and its Subsidiaries for such fiscal year minus (2) the aggregate principal amount of all payments made by the Issuer pursuant to Section 2.5 for such fiscal year (solely to the extent not included in the calculation of Excess Cash Flow). Notwithstanding the foregoing, Excess Cash Flow shall exclude any amounts attributable to periods prior to (x) the First Amendment Effective Date and (y) in the case of any Person that becomes a Subsidiary of the Issuer after the First Amendment Effective Date pursuant to a Permitted Acquisition, the consummation date of such Permitted Acquisition.” D. Section 5.4 of the Note Purchase Agreement shall be amended by amending and restating such section in its entirety to read as follows: “Preserve, renew and keep in full force and effect its corporate or other formative existence and good standing, take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business and to maintain its goodwill and comply with all Contractual Obligations and Requirements of Law, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, upon five Business Days’ notice from the Agent given at the request or with the consultation and consent of the Required LendersNoteholders (such consent not to be unreasonably withheld or delayed), pay to the Agent the Collateral Shortfall Amount at such time, which funds Issuer shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures permitted to liquidate any Guarantor (other than the undrawn stated amount under all Facility LCs outstanding at such timein connection with an Asset Sale) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning so long as 100% of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent its assets are distributed to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice Issuer or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeanother Guarantor.”

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from In the Agent given at the request or with the consent event of a Transfer of the Required Lenders, pay to direct or indirect Equity Interests of the Agent the Collateral Shortfall Amount at such time, which funds shall be held Borrower or Borrower Control Group in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures KPT (other than with respect to certain "contingent value rights", as to which the undrawn stated amount under all Facility LCs outstanding at such timefollowing sentence shall govern) plus all interest thereon and all other amounts payable hereunder or under the NotesAAC III, or upon a Transfer of Equity Interests in or control of Lazard Freres REI, or change in the general partner of any of LFSRI II, LFSRI II Alternative and LFSRI-CADIM, the entire Indebtedness shall become immediately due and payable, together with the Exit Fee and any applicable Prepayment Premium. In the event that of a Transfer of any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock "contingent value rights" in KPT owned by any member of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more Control Group, a portion of the combined voting power of all Voting Stock Indebtedness equal to the lesser of the Borrower. If at any time subsequent to the foregoing payment Net Proceeds of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, Transfer and the Borrower willoutstanding Indebtedness, forthwith upon such demand and without together with any further notice or actapplicable Prepayment Premium, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become immediately due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b(a "CVR Payment"); provided, however, that after Lender shall have the right, in its sole discretion, to reject all or any portion of such prepayment, in which event Borrower shall have no right or obligation to prepay the Obligations have been indefeasibly paid in full and amount so rejected by Lender. In the aggregate Commitments have been terminated, event that any funds remaining Transfer of assets of an Operating Company in the Facility LC Collateral Account shall be returned by the Agent nature of a capital transaction ("Capital Transaction"), whether in one transaction or a series of transactions, yields to such Operating Company amounts used to pay Dividends and Distributions to the Borrower or paid any member of the Borrower Control Group in the aggregate amount of $2.5 million (the "Threshold") then an amount of the Principal Indebtedness, less any applicable Prepayment Premium, equal to whomever the lesser of (A) all Dividends and Distributions from such Operating Company in excess of the Threshold attributable to one or more Capital Transactions and (B) the outstanding Indebtedness, together with the applicable Prepayment Premium, shall become due and payable five (5) Business Days after receipt thereof by Borrower or any member of the Borrower Control Group, as applicable; provided, however, that (x) no such prepayment shall be required until the portion of the Principal Indebtedness to be so prepaid is at least $1,000,000, and (y) Lender shall have the right, in its sole discretion, to reject all or any portion of any such prepayment, in which event Borrower shall have no right or obligation to prepay the amount so rejected by Lender, but Borrower shall not thereby be released from the obligation to make further prepayments hereunder. There shall be a separate Threshold for each Operating Company. No rejection by Lender of a prepayment pursuant to the terms hereof shall be deemed to constitute a release or waiver of the requirements of the Deposit Account Agreement regarding deposit and disposition of Dividends and Distributions. In the event of a Transfer of the direct or indirect Equity Interests of the Borrower or Borrower Control Group in Xxxxxxxxxx or Intown, a portion of the Indebtedness (calculated as set forth in the following sentence) together with any applicable Prepayment Premium shall become immediately due and payable. The amount of the Indebtedness required to be prepaid shall be equal to the lesser of (i) the Net Proceeds of such Transfer (or, if such Transfer is in respect of Xxxxxxxxxx, 50% thereof) and (ii) the outstanding Indebtedness. Any pre-payment hereunder shall be made only with sixty (60) days' prior written notice (which notice may be legally entitled thereto revoked by Borrower as long as such notice specifies that it is revocable), and at such timeleast thirty (30) days but not more than ninety (90) days' irrevocable prior notice.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such timea) plus all interest thereon and all other amounts payable hereunder or under the NotesSo long as any Note remains outstanding, in the event that the Borrower receives any Person payment from (i) any Transfer of Purchaser Ordinary Shares or two securities of SouFun beneficially owned by the Borrower or more Persons acting (ii) any dividend or other distributions from SouFun or the Purchaser, the Borrower hereby agrees that all proceeds from such payment shall be used to first prepay any outstanding principal amount under such Note. (b) So long as any Note remains outstanding, in concert the event that the Borrower or any of its Affiliates makes any prepayment under the New Investor Financing, the Lender shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent right to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on request the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment prepay a pro rata portion of the Obligations and any other amounts as outstanding principal amount under such Note. For purposes of this Section 5.3(b), the pro rata portion shall from time to time have become due and payable mean a fraction, of which (i) the numerator is the aggregate amount of the pre-payment made by the Borrower or any of its Affiliates under the New Investor Financing and (ii) the denominator is the outstanding principal amount under the New Investor Financing. (c) In connection with any issuance of Securities to a New Investor pursuant to the Lenders or Overall Private Placements, in the LC Issuers under event that such New Investor's Financing Ratio, if applicable, is lower than the Loan Documents. Neither Financing Ratio of the Borrower nor any Person claiming on behalf of or through Lender, the Borrower shall have any right to withdraw any prepay an amount of the funds held in Note(s) so that the Facility LC Collateral Account pursuant Financing Ratio of the Lender shall be reduced to be equal to such New Investor's Financing Ratio. For purposes of this Section 2.09(b5.3(c); provided, however“Financing Ratio,” with respect to a Person, that after all shall mean a fraction, of which (i) the Obligations have been indefeasibly numerator is the total subscription price paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to Founder, the Borrower or any of their respective Affiliates under the Purchaser Subscription Agreement, and (ii) the denominator is the aggregate amount of funds paid by or sourced from such Person or any of its Affiliates in connection with the Overall Private Placements, including the amount under (i). For the avoidance of doubt, if a New Investor does not extend any loan to whomever may the Founder, the Borrower or any of their respective Affiliates in connection with the Overall Private Placements, such New Investor’s Financing Ratio shall be legally entitled thereto at such timezero.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent from and after the Closing Date: (i) the Borrower merges or consolidates with another Person (other than pursuant to the foregoing payment SDG Reorganization Transactions, which are expressly permitted subject to the terms of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, Article XIV hereof) and the Borrower willis not the sur viving entity, forthwith upon or (ii) the Borrower or any Consolidated Subsidiary sells, trans fers, assigns or conveys assets, the book value of which (computed in accor dance with GAAP but without deduction for depreciation), in the aggregate of all such demand and without any further notice sales, transfers, assignments, foreclosures, or actconveyances exceeds 30% of the Capitalization Value, pay or (iii) the portion of Capitalization Value attributable to the Agent aggregate Limited Minority Holdings (but excluding the Collateral Shortfall Amount at Borrower's interest in Pentagon Fashion Center) of the Borrower and its Cxxxxxx dated Subsidiaries exceed 20% of Capitalization Value, or (iv) the Borrower or the Management Company ceases to provide property management and leasing servic es to 33% of the total number of Shopping Centers in which the Borrower has an ownership interest (the date any such timeevent shall occur being the "Prepayment Date"), which funds the Revolving Credit Commitment shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations terminated and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right be required to withdraw any prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immedi ately make such prepayment together with interest accrued to the date of the funds held in prepayment on the Facility LC Collateral Account principal amount prepaid and shall return or cause to be re turned all Letters of Credit to the applicable Lender. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 2.09(b); provided4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, howeverthe phrase "sells, that after all of the Obligations have been indefeasibly paid in full transfers, assigns or conveys" shall not include (i) sales or conveyances among Borrower and the aggregate Commitments have been terminatedany Consolidated Subsidiar ies, any funds remaining in the Facility LC Collateral Account shall be returned or (ii) mortgages secured by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeReal Property.

Mandatory Prepayment. (i) On the next occurring Monthly Payment Date following the date on which Administrative Agent shall receive any Net Proceeds Prepayment that Administrative Agent is entitled to apply in accordance with this Section 2.7(b) and not otherwise make available or deliver to Borrower pursuant to Section 7.4, Borrower shall prepay or authorize Administrative Agent to apply such Net Proceeds Prepayment as a prepayment of all or a portion of the outstanding principal balance of the Loan in an amount equal to the aggregate of (A) the Net Proceeds Prepayment up to an amount equal to the Release Amount for the affected Individual Property, (B) all Additional Interest and (C) the actual reasonable costs of Administrative Agent in connection with such prepayment to the extent such amounts are not paid to Administrative Agent in accordance with Article 7 hereof, excluding any Breakage Costs and the Exit Fee (collectively, the “Mandatory Prepayment Amount”). If, after giving effect to such mandatory prepayment in accordance with this Section 2.7(b), the outstanding principal amount of the Debt is less than the Minimum Loan Amount, Borrower shall be required to simultaneously prepay the Debt in full in accordance with Section 2.7(a) hereof. Amounts paid to or applied by Administrative Agent as a Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Administrative Agent pursuant to clause (D) above and then to the amounts set forth in clauses (A) - (C) simultaneously. Except during the continuance of an Event of Default, any Proceeds Prepayment to be applied pursuant to this Section 2.7(b) in excess of the Mandatory Prepayment Amount shall be paid to Mezzanine Lender and applied as Net Liquidation Proceeds After Debt Service or if the Mezzanine Loan has been paid in full, to Borrower. During the continuance of an Event of Default, Administrative Agent may apply such Net Proceeds Prepayment to the Debt (until paid in full) in any order or priority as Administrative Agent may determine in its sole discretion. No prepayment premium or penalty or Exit Fee shall be due in connection with any prepayment made pursuant to this Section 2.7(b). The Borrower shallRelease Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Administrative Agent prior to obtaining a release of the applicable Individual Property. Administrative Agent shall provide to Borrower, upon five Business Daysten (10) days’ notice from the Agent given at the request or with the consent prior notice, (x) a release of the Required LendersIndividual Property if (I) at any time the Release Amount is reduced to zero, pay together with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Administrative Agent is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the portion of an Individual Property that is subject to a Condemnation. (ii) As provided in Section 7.4(e) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Administrative Agent the Collateral Shortfall Amount at such time, which funds in accordance with said Section 7.4(e) shall be held in the Facility LC Collateral Accountamount of the Release Amount in respect of the applicable Individual Property. If, and after giving effect to such Casualty/Condemnation Prepayment, the outstanding principal amount of the Debt is less than the Minimum Loan Amount, Borrower shall be required to simultaneously prepay the Aggregate Outstanding Credit Exposures Debt in full in accordance with Section 2.7(a) hereof. No prepayment penalty or premium shall be due in connection with any such Casualty/Condemnation Prepayment or prepayment in full. (other than the undrawn stated amount iii) In connection with any release under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notesthis Section 2.7(b), in the event that any Person or two or more Persons acting such release would result in concert an Individual Borrower being an Unencumbered Borrower, such Unencumbered Borrower shall have acquired beneficial ownership (within be released by Administrative Agent from the meaning of Rule 13d-3 obligations of the Securities Loan Documents, except with respect to those obligations and Exchange Commission under liabilities which expressly survive the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock repayment of the Loan pursuant to any Loan Document and shall no longer be a Borrower for the purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, Administrative Agent agrees to deliver (A) a UCC-3 financing statement termination or other securities convertible into such Voting Stock) representing 30% or more of amendment releasing Administrative Agent’s and/or Lenders’ security interest in the combined voting power of all Voting Stock of the collateral pledged to Administrative Agent relating to each Unencumbered Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and (B) instruments executed by Administrative Agent and/or Lender reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers its obligations under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held All reasonable costs and expenses incurred by Administrative Agent and Lender in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account connection with such release shall be returned paid by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeBorrower.

Mandatory Prepayment. The (a) Subject to the ECB Guidelines and the Borrower shall, upon five Business Days’ notice obtaining all requisite Consents from the Agent given at RBI and AD Bank (as applicable) under the request or with ECB Guidelines, the consent Borrower shall apply the following amounts in prepayment of the Required LendersLoan within five (5) Business Days after the occurrence of any of the following events: (i) if the Borrower fails to use the proceeds of any Disbursement of the Loan for the Project within [***] after such Disbursement, pay the Borrower shall prepay the Loan in the amount of the unused portion of such Disbursement; (ii) if (A) a Significant Loss occurs and (B) the Borrower fails to provide within [***] evidence reasonably satisfactory to DFC of its intention and ability to restore the Project to its condition prior to the Agent occurrence of the Collateral Shortfall Amount at Event of Loss or Events of Loss comprising such timeSignificant Loss, which funds the Borrower shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than amount of the undrawn stated amount under all Facility LCs outstanding at such time) plus all Loan, together with interest accrued thereon and all other amounts payable hereunder or due under the NotesFinancing Documents; and (iii) if, other than in relation to any force majeure event reported to DFC in compliance with clauses (a) through (c) of the definition of “Expected Commercial Operation Date,” the Borrower voluntarily ceases to use the site upon which the Project is located in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited manner contemplated in the Facility LC Collateral Account. The Agent may at any time Financing Documents or from time to time after funds are deposited suspends all or substantially all of its activities in connection with the Facility LC Collateral AccountProject for a period of [***], apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any prepay the amount of the funds held Loan, together with interest accrued thereon and all other amounts due under the Financing Documents; provided, for the avoidance of doubt, that retooling or the implementation of upgrades shall not be considered a cessation of use of the site or the suspension of activities in connection with the Project. (b) The portion of each mandatory prepayment that is applied to Principal Installments shall be applied pro rata across outstanding Notes and to Principal Installments in the Facility LC Collateral Account inverse order of maturity. (c) The Borrower shall notify DFC of any mandatory prepayment required to be made pursuant to this Section 2.09(b); provided2.05 (Mandatory Prepayment) at least three (3) Business Days prior to the date of such prepayment, howeverwhich notice shall be given as soon as [***] the Borrower becomes aware that a prepayment is required to be made. Each such notice shall specify the date of such prepayment and provide the amount of such prepayment. (d) If required under the ECB Guidelines, that after the Borrower shall as soon as reasonably practicable upon the occurrence of any event set forth in Section 2.05(a) (Mandatory Prepayment) make all requisite applications in prescribed form to obtain the Consents of the Obligations have been indefeasibly paid in full RBI and AD Bank (as applicable) for the aggregate Commitments have been terminated, any funds remaining in timely prepayment of the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeLoan.

Mandatory Prepayment. The Borrower (a) Not later than ten (10) Business Days following written demand by Administrative Agent, on behalf of Buyer, in connection with the occurrence of any of the events described below or in Section 6 of the Fee Letter (each, a “Mandatory Prepayment Event”), Seller shall repay, as applicable, the Aggregate Repurchase Price or the Repurchase Price of the applicable Purchased Assets in the applicable amount required by the provisions below (each, a “Mandatory Prepayment”), which amount shall be adjusted, if applicable, by the Prepayment Percentage. Any repayment required pursuant to Section 4(a)(i) or 4(a)(v) shall be applied to the outstanding Purchase Price for each Purchased Asset pro rata, and any repayment required pursuant to Section 6 of the Fee Letter or Sections 4(a)(ii) through 4(a)(iv) shall be applied to reduce the Purchase Price of the applicable Purchased Asset. (i) In the event Seller shall have delivered notice to Administrative Agent, on behalf of Buyer, of the exercise of the second Extension Option hereunder, Administrative Agent, on behalf of Buyer, shall redetermine the Portfolio LTV of the Purchased Assets based on updated Appraisals obtained by Seller, at Seller’s expense (except that Administrative Agent agrees to accept Appraisals obtained by Seller dated no earlier than six (6) months prior to the then-current Facility Termination Date), which updated Appraisals shall be delivered to Administrative Agent no later than 30 days prior to then-applicable Facility Termination Date. If Administrative Agent, on behalf of Buyer, determines that the Portfolio LTV exceeds the Maximum Portfolio Exposure Threshold based on such updated Appraisals, Seller shall be required to repay the Aggregate Repurchase Price in an amount sufficient to cause the Portfolio LTV to equal the Maximum Portfolio Exposure Threshold. (ii) In the event any Mortgagor shall have repaid the principal balance of any Purchased Asset to satisfy any debt yield, debt service coverage ratio and/or loan-to-value requirement contained in the related Purchased Asset Documents, Seller shall make a repayment of the Repurchase Price of such Purchased Asset such that after giving effect to such repayment, the outstanding Purchase Price of such Purchased Asset is no greater than the product of (i) the outstanding principal balance of the Purchased Asset (after giving effect to the principal payment made by Mortgagor) multiplied by (ii) the Maximum Purchase Price Percentage. (iii) If any Purchased Asset shall become a Defaulted Asset, then Seller shall, upon five Business Days’ notice from Administrative Agent’s approval of an Independent Appraiser for such purpose, promptly order an updated Appraisal and if the Agent given at Asset Exposure Ratio of such Purchased Asset exceeds the request or Maximum Asset Exposure Ratio, Seller shall repay the Repurchase Price of such Purchased Asset such that after giving effect to such payment, the Asset Exposure Ratio is equal to Maximum Asset Exposure Ratio. (iv) If the Maximum Purchase Price Percentage of any Defaulted Asset shall be reduced in accordance with the consent Fee Letter, Seller shall repay the Repurchase Price of such Defaulted Asset such that after giving effect to such repayment, the Purchase Price of such Purchased Asset is no greater than the product of (i) the outstanding principal balance of the Required LendersPurchased Asset multiplied by (ii) the applicable Maximum Purchase Price Percentage (as reduced in accordance with the Fee Letter). In the event the Maximum Purchase Price Percentage of any Defaulted Asset is reduced to 0% in accordance with the Fee Letter, pay Seller shall be entitled to repurchase such Purchased Asset in accordance with Section 3(i). (v) Following receipt of the updated Appraisals required to be delivered by Seller in accordance with Section 12(f)(vii), Administrative Agent, on behalf of Buyer, shall redetermine the Portfolio LTV of the Purchased Assets based on such updated Appraisals (and, if Seller shall have delivered an updated Appraisal with respect to Purchased Asset #4 on Schedule 1 to the Fee Letter, Administrative Agent shall include such Appraisal in its redetermination). If Administrative Agent, on behalf of Buyer, determines that the Collateral Shortfall Amount at Portfolio LTV exceeds the Maximum Portfolio Exposure Threshold based on such timeupdated Appraisals, which funds Seller shall be held in the Facility LC Collateral Account, and prepay required to repay the Aggregate Outstanding Credit Exposures Repurchase Price in an amount sufficient to cause the Portfolio LTV to equal the Maximum Portfolio Exposure Threshold. (other than the undrawn stated amount under all Facility LCs outstanding at such timeb) plus all interest thereon and all other amounts payable hereunder or under the Notes, in In the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent Seller is required to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account a Mandatory Prepayment pursuant to this Section 2.09(b); provided4 and has contemporaneously requested an Additional Advance or True Up Advance or Future Advance Purchase with respect to any Purchased Asset, howeverat Seller’s request, that after all of Buyer agrees to cooperate with Seller to net the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeapplicable payments.

Mandatory Prepayment. The Borrower shall(i) So long as any Revolving A Loan is outstanding or the Bank shall have any Revolving A Commitment hereunder, upon five Business Days’ notice from the Agent given at Borrowers will, unless the request or with Bank shall otherwise consent in writing, maintain as collateral security for the consent of the Required LendersRevolving A Loans, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all accrued interest thereon and all the other amounts payable hereunder or under the Notesrelated Obligations, Triarc Collateral with an Adjusted Triarc Collateral Value in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 excess of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock unpaid principal balance of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the BorrowerRevolving A Loans and accrued interest thereon. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent Bank determines that the aggregate principal amount of the outstanding Revolving A Loans equals or exceeds an amount equal to the Revolving A Margin Call Percentage of the Triarc Collateral Shortfall Amount at such time is greater than zeroValue, the Borrowers will, upon five (5) days' written notice from the Bank, either (A) prepay the Revolving A Loans by an amount sufficient such that, after such prepayment, the aggregate principal amount of the outstanding Revolving A Loans does not exceed the amount equal to the Revolving A Advance Percentage of the Triarc Collateral Value or (B) provide for a grant to the Collateral Agent, as collateral security for the Revolving A Loans, accrued interest thereon and the other related Obligations, a perfected, first priority security interest in, and lien on, additional collateral that is in such amounts and having such market values, liquidity, volatility, marketability and other characteristics as the Bank may in its sole discretion determine to be acceptable and sufficient to cause, after the grant of such additional security interest, the aggregate principal amount of the outstanding Revolving A Loans and accrued interest thereon not to exceed the amount equal to the sum of (I) the Revolving A Advance Percentage of the then current Triarc Collateral Value, plus (II) the loan value assigned by the Bank (in its sole discretion) to any other Collateral provided to the Collateral Agent pursuant to clause (B) above (and in connection with such grant, the Borrowers will execute and deliver such agreements, instruments, legal opinions and other documents as the Bank may make demand reasonably request). Without limiting the generality of the foregoing, it is hereby understood and agreed that the Bank shall have no obligation whatsoever to accept additional shares of Triarc stock as collateral, whether to satisfy any obligation of the Borrowers that may arise under this Section 2.1(d) or otherwise. (ii) If on any date (A) the sum of the aggregate principal amount of outstanding Revolving A Loans exceeds (B) the amount of the Revolving A Commitment, the Borrowers shall immediately prepay the Revolving A Loans in an amount equal to such excess. (iii) If the shares of the Triarc Class A Common Stock shall cease to be listed on the Borrower to payNew York Stock Exchange or the American Stock Exchange or included for trading on the NASDAQ Stock Market/National Market System (a "Delisting Event"), and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent Bank may at any time upon obtaining knowledge of the occurrence (or from time future occurrence) of such event decrease the Revolving A Advance Percentage and the Revolving A Margin Call Percentage (in either case, to time such percentage as the Bank may in its sole and absolute discretion determine). The decrease of the Revolving A Advance Percentage shall be effective on the later to occur of (i) one Business Day after funds are deposited the Bank gives either Borrower notice of such decrease, or (ii) any Delisting Event, and the decrease in the Facility LC Collateral Account, apply Revolving A Margin Call Percentage shall be effective on the later to occur of (i) 20 Business Days after the Bank gives either Borrower notice of such funds to decrease or (ii) any Delisting Event. (iv) Each prepayment shall be accompanied by the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower accrued interest to the Lenders or date of such prepayment on the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full amount prepaid and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent subject to the Borrower or paid to whomever may be legally entitled thereto at such timeprovisions of Section 2.10.

Mandatory Prepayment. (i) The Borrower shall, upon five Business Days’ notice from will immediately prepay the Agent given at the request or with the consent outstanding principal amount of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, Term Loan in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Revolving Loan Obligations and any other amounts as shall from time to time have become due and payable or the Revolving Commitments are terminated or the Revolving Loan Agreement is terminated. (ii) Upon any Disposition by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through its Subsidiaries, the Borrower shall have any right to withdraw any prepay the outstanding principal amount of the funds held Term Loan in the Facility LC Collateral Account pursuant an amount equal to this Section 2.09(b); provided, however, that after all 100% of the Obligations Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by the Borrower and its Subsidiaries (and not paid to the Agent as a prepayment of the Term Loan) shall not have been indefeasibly paid applied to repay or redeem the Mortgage Notes. Nothing contained in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account this Subsection 2.05(c)(ii) shall be returned by the Agent to permit the Borrower or paid any of its Subsidiaries to whomever may make a Disposition of any property that is not otherwise permitted hereunder. (iii) Upon the issuance or incurrence by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness described in Section 6.02(d)(ii)), or the sale or issuance by the Borrower or any of its Subsidiaries of any shares of its Capital Stock (other than to the Borrower), the Borrower shall prepay the outstanding amount of the Term Loan in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be legally entitled thereto at deemed to be implied consent to any such timeissuance, incurrence or sale that is not otherwise permitted by the terms and conditions of this Agreement. (iv) Upon the receipt by the Borrower or any of its Subsidiaries of any Extraordinary Receipt in an amount in excess of $100,000, the Borrower shall prepay the outstanding principal of the Term Loan in an amount equal to 100% of such Extraordinary Receipt, net of any reasonable expenses incurred in collecting such Extraordinary Receipt.

Mandatory Prepayment. The Borrower shallExcept as restricted or as otherwise required -------------------- by the Indentures or the Certificate of Designation, upon five Business Days’ notice from in addition to the Agent given at scheduled principal payments provided in Section 2.3 above, the request or with the consent following amounts shall be paid to Lender and shall be applied to prepay outstanding principal amount of the Required LendersLoan: (a) all Net Cash Proceeds of the sale or issuance of equity by the Borrower or any Restricted Subsidiary (excepting any issuance of equity pursuant to a Plan or any other employee benefit plan); (b) all Net Cash Proceeds of any new borrowings by the Borrower or any Restricted Subsidiary in excess of Five Million Dollars ($5,000,000.00); (c) all Net Cash Proceeds of the sale or other disposition by Borrower or any Restricted Subsidiary of any assets having an aggregate fair market value in excess of Ten Million Dollars ($10,000,000.00) which proceeds are not reinvested or committed to reinvestment by the Borrower or any Restricted Subsidiary in productive assets used or usable in the business of the Borrower or any Restricted Subsidiary within 180 days after receipt thereof; or (d) all insurance proceeds including, pay without limitation, any in-orbit and launch insurance proceeds in excess of Five Million Dollars ($5,000,000.00), which are not reinvested or committed to reinvestment by the Borrower or any Restricted Subsidiary in productive assets used or usable in the business of the Borrower or any Restricted Subsidiary within 180 days after receipt thereof. Any mandatory prepayment shall be applied to scheduled principal payments in reverse order of maturity. Notwithstanding the foregoing, the provisions of Section 3.2(c) above shall not apply to the Agent sale or other disposition of assets (i) by the Collateral Shortfall Amount at such timeBorrower to a Restricted Subsidiary, which funds shall be held in (ii) by a Restricted Subsidiary to the Facility LC Collateral Account, and prepay Borrower or (iii) by a Restricted Subsidiary to another Restricted Subsidiary. In addition to the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notesforegoing, in the event that any Person sale, spin-off, disposition or two other transaction whereby Xxxxxx Electronics Corporation will no longer beneficially own directly or more Persons acting in concert indirectly at least fifty one percent (51%) of the Voting Stock shall have acquired beneficial ownership occurred, then the Loan and all accrued interest thereon and all other liabilities and obligations outstanding under this Agreement shall, thereupon, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, if not otherwise then due and payable, together with all reasonable costs and expenses (within including breakage and funding costs and other costs in connection with the meaning relending, reborrowing, funding or other employing of Rule 13d-3 funds) incurred by the Lender as a result thereof, anything herein or in any other agreement, contract, indenture, document or instrument contained to the contrary notwithstanding. In the event that any such sale, spin-off, disposition or other transaction occurs whereby Xxxxxx Electronics Corporation no longer beneficially owns directly or indirectly at least fifty-one percent (51%) of the Securities and Exchange Commission under the Securities Exchange Act Voting Stock, Borrower shall receive a refund of 1934), directly or indirectly, of Voting Stock a portion of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more facility fee paid in accordance with Section 2.5 above, in an amount determined on a prorata basis as of the combined voting power date of all Voting Stock such prepayment by dividing the remaining number of full months in the Borrower. If at any time subsequent to original loan term by the foregoing payment number of full months in the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to payoriginal loan term, and multiplying the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable quotient thereof by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf amount of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timesaid facility fee.

Mandatory Prepayment. The (a) Immediately upon receipt by Borrower shallof any Net Cash Proceeds pursuant to (and to the extent provided in) Section 7.11(a)(ii) hereof, upon five Business Days’ notice from Borrower shall use the proceeds of any such assets sales to repay FIRST, such outstanding Loans (other than the Revolving Credit Loan) as Agent given shall determine in its sole discretion and, SECOND, to the then outstanding principal amount of the Revolving Credit Loan. Notwithstanding the foregoing, Borrower shall not make a prepayment, with the proceeds of asset sales under Section 7.11(a)(ii), otherwise required pursuant to this Section 2.3(a) to the extent that such prepayment is waived by Agent (at the request direction or with the consent of the Required Lenders, pay to ) in writing. Any prepayment with the Agent the Collateral Shortfall Amount at proceeds of such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account asset sales pursuant to this Section 2.09(b)2.3(a) shall be accompanied by all accrued and unpaid interest on the principal amount so prepaid; provided, however, provided that after all except in connection with a prepayment in full of the Obligations Loans, such accrued and unpaid interest in respect of the Series B Term Loan shall be paid in kind in the same manner as provided in Section 2.7(c). Any prepayments of any Loans pursuant to this Section 2.3(a) shall be applied FIRST, to those portions of such Loans that constitute Index Rate Advances, and NEXT, to those portions of such Loans that constitute LIBOR Advances. Notwithstanding the foregoing, if any prepayment of a LIBOR Advance in the manner and at the times provided above would result in any such prepayment occurring prior to the last day of the Interest Period for such Advance, such prepayment shall instead be made on the last day of the Interest Period therefor (unless GE Capital otherwise directs). Borrower shall use reasonable good faith efforts to select Interest Periods in respect of its LIBOR Advances in order to avoid circumstances whereby (or to minimize, to the extent possible, the extent to which) any mandatory prepayments pursuant to this Section 2.3(a) would in the absence of the previous sentence result in a LIBOR Advance being prepaid prior to the last day of the Interest Period with respect thereto. Any prepayments of Revolving Credit Advances pursuant to this Section 2.3(a) shall not be available to be reborrowed, and the Maximum Revolving Credit Loan shall be permanently reduced by an amount equal to the maximum amount of proceeds of asset sales available to be applied to reduce Revolving Credit Advances pursuant to clause (a) above (even if all or a portion of such amounts available pursuant to clause (a) above shall not have been indefeasibly paid applied in full and prepayment of Revolving Credit Advances due to the aggregate Commitments have been terminated, any funds remaining outstanding amount of Revolving Credit Advances being less than the amount of such asset sales proceeds available pursuant to clause (a) above). (b) In the event that in the Facility LC Collateral Account reasonable determination of Agent, (i) Borrower fails to use its best efforts to perform its obligations under the Redemption Agreement and to cause all conditions precedent thereunder of parties other than Borrower to be satisfied, or (ii) the closing thereunder does not occur due to a breach by Borrower under such Redemption Agreement, the Obligations shall be returned by the Agent to the Borrower or paid to whomever may due and payable on July 1, 1997. (c) No prepayment fee shall be legally entitled thereto at such timepayable in respect of any mandatory prepayment under this Section 2.3.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such timei) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent from and after the Closing Date: (i) the Company or the Borrower merges or consolidates with another Person and the Company or Borrower, as the case may be, is not the surviving entity and does not control the management of such surviving entity, or (ii) the Company, the Borrower, any of its Affiliates or Consolidated Subsidiaries or the Management Company ceases to provide property management and leasing services to at least 80% of the total number of Projects in which the Borrower has a direct ownership interest (the date any such event shall occur being the "PREPAYMENT DATE"), the Borrower shall prepay the Loans in their entirety as if the Prepayment Date were the Term Loan Maturity Date. The Borrower shall immediately make such prepayment together with interest accrued to the foregoing payment date of the Collateral Shortfall Amountprepayment on the principal amount prepaid. (ii) If the Borrower, the Agent determines that Company or any Subsidiary receives any Net Offering Proceeds or any Eligible Net Cash Proceeds, the Collateral Shortfall Amount at Borrower shall apply 100% of such Net Offering Proceeds and Eligible Net Cash Proceeds to the prepayment of the Loans on the date such Net Offering Proceeds or Eligible Net Cash Proceeds are received until such time is greater than zero, as the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment outstanding principal amount of the Obligations and any other amounts as shall from time to time Loans on such date is less than 60% of the excess, if any, of (a) the aggregate purchase price of the Acquisition Properties which are Unencumbered over (b) the aggregate book value of the Acquisition Properties that have become due and payable been sold, transferred or otherwise disposed of by the Borrower and its Subsidiaries since the Closing Date. In connection with the prepayment of any Loan prior to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through maturity thereof, the Borrower shall have also pay accrued interest to the date of such prepayment on the amount prepaid and any right applicable expenses pursuant to withdraw any Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the funds held Lenders in the Facility LC Collateral Account accordance with Section 4.2(b). Any such repayment shall be applied first to Base Rate Loans and second to Eurodollar Rate Loans. Amounts prepaid pursuant to this Section 2.09(b); provided, however, 4.1(c) may not be reborrowed. Such prepayment shall not affect any rights and remedies that after all of the Obligations Agents and Lenders may otherwise have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timehereunder.

Mandatory Prepayment. (i) The Borrower shallshall immediately prepay the Loans at any time when the aggregate principal amount of all Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the least of (A) the Borrowing Base, upon five Business Days’ notice from (B) the Agent given Maximum Amount and (C) the maximum principal amount of senior indebtedness that is permitted to be incurred by the Borrower and its Subsidiaries under the Public Subordinated Debt Indenture, to the full extent of any such excess with such prepayment to be applied to the Loans as directed by the Borrower. The Borrower shall immediately prepay the Revolving A Loans at any time when the request or with aggregate principal amount of all Revolving A Loans plus the consent outstanding amount of all Letter of Credit Obligations exceeds the lesser of (A) the Revolver A Borrowing Base and (B) the Total Revolving A Commitment, to the full extent of any such excess. The Borrower shall immediately prepay the Revolving B Loans at any time when the aggregate principal amount of all Revolving B Loans exceeds the lesser of (A) the result of (w) the Borrowing Base, minus (x) the outstanding principal amount of the Required LendersTerm Loan, pay minus (y) the outstanding Revolving A Loans, minus (z) the aggregate Letter of Credit Obligations, and (B) the Total Revolving B Credit Commitment, to the Agent the Collateral Shortfall Amount at full extent of any such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event excess. On each day that any Person Loans or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning Letter of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934)Credit Obligations are outstanding, directly or indirectly, of Voting Stock of the Borrower (shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base then in effect equals or other securities convertible into such Voting Stock) representing 30% or more of exceeds the combined voting power aggregate principal amount of all Voting Stock Loans and Letter of Credit Obligations outstanding on such day. On each day that any Revolving A Loans or Letter of Credit Obligations are outstanding, the BorrowerBorrower shall hereby be deemed to represent and warrant to the Agents and the Revolving A Lenders that the Revolver A Borrowing Base then in effect equals or exceeds the aggregate principal amount of all Revolving A Loans and Letter of Credit Obligations outstanding on such day. If at any time subsequent to after the foregoing payment Borrower has complied with the first sentence or the second sentence of the Collateral Shortfall Amountthis Section 2.05(c)(i), the Agent determines that the Collateral Shortfall Amount at such time aggregate Letter of Credit Obligations is greater than zerothe then current Borrowing Base or Revolver A Borrowing Base, as applicable, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay shall provide cash collateral to the Administrative Agent the Collateral Shortfall Amount at in an amount equal to 110% of such timeexcess, which funds cash collateral shall be deposited in the Facility LC Letter of Credit Collateral Account. Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Loans no longer exceeds the then current Borrowing Base or Revolver A Borrowing Base, as applicable. (ii) [Intentionally omitted] (iii) The Borrower shall immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving A Credit Commitment is terminated for any reason. (iv) The Administrative Agent may at any time shall on each Business Day apply all funds transferred to or from time to time after funds are deposited in the Facility LC Collateral Administrative Agent's Account, apply such funds to the payment payment, in whole or in part, of the Obligations outstanding principal amount of the Revolving Loans. So long as no Event of Default has occurred and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through is continuing, (A) the Borrower shall have any right determine whether such funds are applied to withdraw any of the funds held in Revolving A Loans or the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full Revolving B Loans and the aggregate Commitments have been terminated, (B) any funds remaining in the Facility LC Collateral Administrative Agent's Account after payment of the outstanding principal amount of the Revolving Loans shall be, upon request by the Borrower, disbursed by the Administrative Agent into the Disbursement Account. (v) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries other than a Permitted Disposition (except Permitted Dispositions of the type described in clauses (b), (c), (d), (e) and (g) of the definition of Permitted Dispositions), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions during any Fiscal Year $4,000,000. Nothing contained in this clause (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness of the type contemplated by clause (iii) of such term (other than the Public Subordinated Debt and Indebtedness referred to in clauses (a), (b), (c), (d), (e), (f) and (h) of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock, the Borrower shall prepay the Loans in an amount equal to 80% of the Net Cash Proceeds received by such Person in connection therewith; provided that any sale or issuance of Capital Stock by the Borrower to its officers, directors or employees shall not trigger a mandatory prepayment obligation hereunder so long as such sale or issuance does not exceed $500,000 during any period of 6 consecutive months. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (viii) In the event that the aggregate amount of the cash and Permitted Investments of the Loan Parties and their Subsidiaries exceeds, as of the 15th day of each month, $5,000,000, the Borrower shall on the next Business Day prepay the outstanding principal of the Loans in the amount equal to such excess. (ix) Concurrently with the consummation of the Takeout VPP Facility, the Borrower shall prepay the outstanding principal amount of the Revolving B Loans and the Term Loan in full and the Total Revolving B Credit Commitment shall thereupon be automatically terminated and the remaining proceeds therefrom shall be returned by the Agent applied to the Borrower or paid to whomever may be legally entitled thereto at such timeRevolving A Loans.

Mandatory Prepayment. The Borrower shall, upon (i) Within five Business Days’ notice from Days after the Agent given date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Group Term Loans at the request or discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the consent fiscal year ended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the SecondThird Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the Required Lendersfiscal year, pay together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the Agent required date of such prepayment to the Collateral Shortfall Amount at extent the Group Revolving Credit Commitments are permanently reduced by the amount of such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notespayments, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning case of Rule 13d-3 each of the Securities immediately preceding clauses (1) and Exchange Commission under the Securities Exchange Act of 1934(2), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the Collateral Shortfall Amount, ECF Percentage shall be 25% if the Agent determines that Consolidated First Lien Net Leverage Ratio for the Collateral Shortfall Amount at fiscal year covered by such time is financial statements was less than or equal to 3.25:1.00 and greater than zero, 2.75:1.00 and (b) the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds ECF Percentage shall be deposited 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account prepayment pursuant to this Section 2.09(b); provided, however, that after all 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the Obligations have required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal year (but not subsequent years) on a dollar-for-dollar basis. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (l), (n) (other than a Permitted Sale Leaseback between Nexstar Guarantors that are not the Holding Companies), (o)(y) or, (u) (in each case of (o)(y) and (u), to the extent provided thereunder) or (w) (in the case of (w), only after the applicable Asset Sale Bridge Facility has been indefeasibly paid in full full) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the aggregate Commitments have been terminatedamount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, any funds remaining in the Facility LC Collateral Account “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be returned by required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Agent Borrower shall have, on or prior to such date, given written notice to the Borrower or paid Administrative Agent of its intent to whomever reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be legally entitled thereto at such timeprovided if no Event of Default has occurred and is then continuing).

Mandatory Prepayment. Notwithstanding the provisions of this Clause Two, the Borrower shall prepay the outstanding principal amount of the Loan pursuant to the following cases, amounts, and terms (“Mandatory Prepayment”), together with any interest, expenses, Break Funding Costs and any Taxes incurred in connection with such prepayments, as defined in this subsection (without the payment of any fees). 1. The Borrower shallshall pay a Mandatory Prepayment to Bancomext on the Principal Payment Date immediately following the date on which the Borrower actually receives any amount due to: i. Any Insurance Indemnity in connection with insurance to be maintained by the Borrower or the Joint and Several Obligors pursuant to the provisions of this Agreement and the other Financing Documents, upon five Business Days’ notice from only for the Agent given at amount by which the request or with Insurance Indemnity exceeds the consent repair of the Required Lenders, pay corresponding loss. ii. Any indemnification (or other substantially equivalent benefit or amount) payable to the Agent Borrower arising from any Divestiture; provided that the Collateral Shortfall Amount at amount of Mandatory Prepayment shall be only up to the lesser of (a) the amount of the indemnification for Divestiture actually received by the Borrower and (b) the outstanding balance of the Loan as of the date on which the Borrower actually receives such timeindemnification for Divestiture. iii. Any claim, indemnification, liquidated damages (or other substantially equivalent benefit or amount) payable to the Borrower resulting from any early termination, penalties, interest, fines, or for any other reason not scheduled under the Investments and Disbursements Schedule pursuant to any of the Transaction Documents, except in the event that the funds derived from such early termination, liquidated damages, interest or fines replace income foregone by the Borrower (which shall be validated by an advisor to the satisfaction of the Creditor); on the understanding that the amount of the Mandatory Prepayment shall only be up to the lesser of (a) the amount of such funds actually received by the Borrower, and (b) the unpaid balance of the Loan on the date on which the Borrower actually receives such funds. 2. The Borrower shall pay a Mandatory Prepayment to Bancomext on the Principal Payment Date immediately following the date on which (i) the cost of the Hotel Remodeling has been adjusted downward, which funds shall amount of the Mandatory Prepayment will be held the amount of the downward adjustment of such cost; or (ii) amounts of the Loan have been borrowed in excess of what is required for the Hotel Remodeling, as indicated by the Construction Supervisor in the Facility LC Collateral Accountrespective report or opinion, and prepay the Aggregate Outstanding Credit Exposures (other than amount of such Mandatory Prepayment will be the undrawn stated amount under all Facility LCs outstanding at of such time) plus all interest thereon excess. 3. As of May 25, 2023 and all other amounts payable hereunder or under until the Notesdate that is the first anniversary of the commencement of operations of the Project, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership the Debt Service Coverage Ratio is less than 1.2 to 1.0, the Borrower agrees to pay a Mandatory Prepayment equivalent to 100% (within the meaning of Rule 13d-3 one hundred percent) of the Securities Project Annual Excess Cash Flow, which determination must occur by January 15 of each calendar year. The foregoing on the understanding that, at all times, a cash balance of at least USD$500,000.00 (five hundred thousand and Exchange Commission under 00/100 Dollars) must be maintained, and therefore the Securities Exchange Act of 1934Mandatory Prepayment referred to in this paragraph shall not cause the cash balance to be reduced to less than USD$500,000.00 (five hundred thousand and 00/100 Dollars), directly or indirectly, of Voting Stock . 4. As from the first anniversary of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more operations commencement date of the combined voting power of all Voting Stock Project, if the Debt Service Coverage Ratio is less than 1.2 to 1.0 during at least one quarter, the Borrower agrees to pay a Mandatory Prepayment equivalent to 100% (one hundred percent) of the BorrowerAnnual Project Surplus Cash Flow, which must be paid within 15 (fifteen) calendar days following the date of determination of the Annual Project Surplus Cash Flow. 5. If In the event that at any time subsequent to during the foregoing payment term of this Agreement as from 120 (one hundred and twenty) calendar days following the last Borrowing of the Collateral Shortfall AmountLoan, the Agent determines Leverage Ratio (considering Tranche A, Tranche B, and Tranche C) is less than 2.0 to 1.0, the Borrower agrees to pay a Mandatory Prepayment, for an amount that is sufficient for the Leverage Ratio to be at least 2.0 to 1.0, which must be paid within the first 5 (five) Business Days following the date of determination of the Leverage Ratio where the measurement has been less than 2.0 to 1.0, on the understanding that the Collateral Shortfall Amount at such time is greater than zero, measurement of the Agent may make demand Leverage Ratio will be made based on the Borrower to payappraisal delivered in terms of Clause 4.01(h), and its subsequent renewals, on the Borrower willunderstanding that, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment if as a result of the Obligations and any other amounts as shall from time corresponding appraisal value the Leverage Ratio of this subsection is not met, then at the election of the Creditor (i) the amount of Tranche C will be adjusted in order to time have become due and payable by comply with the Borrower to the Lenders Leverage Ratio or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through (ii) the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent contribute additional real properties to the Borrower or paid Bancomext Trust and/or grant additional guarantees with a value that is sufficient to whomever may be legally entitled thereto at such time.comply with the corresponding Leverage Ratio..

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice (A) Any funds not applied to Equipment Costs and remaining in the Escrow Account on the earlier of (1) the expiration of the Acquisition Period or (2) the date on which Lessee delivers to Lessor the executed Disbursement Request to effect the final disbursement to pay (or reimburse) Equipment Costs from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at Escrow Account (such time, which funds shall be held amounts remaining in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand Escrow Account on the Borrower earlier of such dates, referred to pay, and as the Borrower will, forthwith upon such demand and without “Excess Proceeds”) and/or (B) any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds Surety Bond Proceeds that are deposited in the Facility LC Collateral Account, apply such funds not applied to the payment and performance of the Obligations Vendor’s obligations in accordance with the related Vendor Agreement: shall be applied by Lessor on each successive Rental Payment Date thereafter to all or a portion of the Rental Payment due and owing in the succeeding twelve (12) months and any other remaining amounts shall be applied by Lessor as shall from time to time have become due and payable by the Borrower prepayment to the Lenders or remaining unpaid Principal Portion owing hereunder in the LC Issuers under inverse order of Rental Payment Dates, on the Loan Documents. Neither following terms: first, the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any portion of the funds held in Excess Proceeds or Surety Bond Proceeds, as the Facility LC Collateral Account case may be, that is equal to 5% or less of the original aggregate principal component of all Rental Payments under this Agreement shall be applied to prepay principal components of Rental Payments at a price of 100% of such prepaid principal components plus accrued interest thereon at the Contract Rate to the prepayment date; and second, any remaining Excess Proceeds or Surety Bond Proceeds, as the case may be, if any, shall be applied to further prepay the principal component of Rental Payments at a price of 102% of such prepaid principal components plus accrued interest thereon at the Contract Rate to the prepayment date. In connection with any prepayment pursuant to this Section 2.09(b); provided4.05, howeverLessee shall pay the prepayment premium and interest portion of Rental Payments accrued to the prepayment date on such principal portion to be prepaid from funds other than the Excess Proceeds. In connection with any partial prepayment of Rental Payments, that after all of Lessor shall prepare a new Payment Schedule and deliver the Obligations have been indefeasibly paid in full and same to the aggregate Commitments have been terminatedLessee, any funds remaining in the Facility LC Collateral Account which shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timebinding, absent manifest error.

Mandatory Prepayment. The Borrower shall(a) If on the Business Day 2 Business Days prior to a Redemption Date, upon five Business Days’ notice from the Agent given at the request or it is reasonably anticipated that Parent will pay any cash in connection with the consent redemption of the Required Lendersapplicable Junior Notes on such Redemption Date, pay and it is reasonably anticipated by the Lender that after giving effect to such redemption the sum (as projected by the Lender) of Liquidity will not exceed $45,000,000, the Lender shall provide the Administrative Borrower written notice of such decision and unless otherwise waived by the Lender in its sole discretion, Borrowers will be required to make a mandatory prepayment within one Business Day of such notice such that the Term Loan, Revolving Loan and other Obligations (including the Liquidated Damages Premium) are Paid In Full, at which time the Loan Agreement shall be terminated. (b) At all times an Event of Default has occurred and is continuing or as otherwise mutually agreed between Borrowers and the Lender, within 10 days of delivery to the Agent Lender of audited annual financial statements pursuant to Section 6.3, commencing with the Collateral Shortfall Amount at delivery to the Lender of the financial statements for Parent’s fiscal year ended December 31, 2007 or, if such timefinancial statements are not delivered to the Lender on the date such statements are required to be delivered pursuant to Section 6.3, 10 days after the date such statements are required to be delivered to the Lender pursuant to Section 6.3, Borrowers shall prepay the outstanding principal amount of the Obligations in an amount equal to 50% of the Excess Cash Flow of Borrowers and their Subsidiaries for such fiscal year which funds amount shall be held applied first, to the outstanding principal amount of the Term Loan until the Term Loan is paid in full and second in accordance with Section 2.4(b)(i). Notwithstanding the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notesforegoing, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent Borrowers are required to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account a mandatory prepayment pursuant to this Section 2.09(b2.5(b); provided, however, that after all Borrowers shall notify the Lender of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent amount of such prepayment not less than 5 Business Days prior to the Borrower or paid to whomever may be legally entitled thereto at date such timeprepayment is due.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that CERTAIN PROCEEDS OF ASSET SALES. If during any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock fiscal year of the Borrower, the Borrower and its Subsidiaries have received cumulative Cash Proceeds during such fiscal year from one or more Asset Sales of at least $20,000,000, not later than the fifth Business Day following the date of receipt of any Cash Proceeds in excess of such amount, an amount, conforming to the requirements as to the amount of partial prepayments contained in section 5.1, at least equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Asset Sale, shall be applied as a mandatory prepayment of principal of FIRST, Swing Line Loans, SECOND, after all Swing Line Loans have been paid in full, Unpaid Drawings, and THIRD, after all Unpaid Drawings have been paid in full, Revolving Loans; PROVIDED, that if (A) no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (B) the Borrower and its Subsidiaries have scheduled Consolidated Capital Expenditures during the following 359 days, and (C) the Borrower notifies the Administrative Agent of the amount and nature thereof and of its intention to reinvest all or a portion of such Net Cash Proceeds in such Consolidated Capital Expenditures during such 359 day period, THEN no such prepayment shall be required to the extent of the amount of such Net Cash Proceeds as to which the Borrower so indicates such reinvestment will take place. If at the end of any time subsequent to such 359 day period any portion of such Net Cash Proceeds has not been so reinvested, the foregoing payment Borrower will immediately make a prepayment of the Collateral Shortfall Amountprincipal of FIRST, Swing Line Loans, SECOND, after all Swing Line Loans have been paid in full, Unpaid Drawings, and THIRD, after all Unpaid Drawings have been paid in full, Revolving Loans. Notwithstanding the foregoing, the Agent determines that Borrower shall not in any event permit to exist Excess Proceeds (as defined in the Collateral Shortfall Amount Public Notes Indenture), unless at such time is greater than zero, the Agent may make demand on the Borrower is permitted to pay, redeem Public Notes under section 9.10 hereof and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited does in fact make an Asset Sale Offer (as defined in the Facility LC Collateral Account. The Agent may at any time or from time Public Notes Indenture) to time after funds are deposited redeem Public Notes as contemplated by section 4.10 of the Public Notes Indenture in the Facility LC Collateral Account, apply amount of any such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeExcess Proceeds.

Mandatory Prepayment. Non-delivery, Sale or Total Loss of a Vessel (a) The Borrower shallBorrowers shall be obliged to prepay the whole of the Loan then outstanding in relation to a Vessel in the following circumstances and at the following times: (i) if that Vessel is sold, on or before the date on which the sale is completed by delivery of that Vessel to a buyer; (ii) if there is a Total Loss (whether before or after the Delivery Date), on the earlier of the date falling 90 days after the Date of Total Loss and the date of receipt by the Facility Agent of the proceeds of insurance relating to such Total Loss; (iii) if the Shipbuilding Contract relating to that Vessel is terminated in circumstances where the Refund Guarantee is payable, upon five Business Days’ notice from the Agent given at the request or with the consent date of receipt of the Required Lenders, pay monies under the Refund Guarantee; or (iv) if the Shipbuilding Contract relating to the Agent the Collateral Shortfall Amount at such time, which funds shall be held that Vessel is terminated in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (circumstances other than those referred to in paragraph (iii), on the undrawn stated amount under all Facility LCs outstanding at such timedate of its termination. (b) plus all interest thereon and all other amounts payable hereunder or under the Notes, in In the event that any Person or two or more Persons acting in concert a mandatory prepayment obligation arises under Clause 6.4(a) for whatever reason, the Facility Agent shall have acquired beneficial ownership (within the meaning of Rule 13d-3 be entitled to procure immediate valuations of the Securities and Exchange Commission under remaining Vessel in accordance with Clause 19, at the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock cost of the Borrower (or other securities convertible into Borrowers. In the event that such Voting Stock) representing 30% or more valuations show that the relevant Required Amount is not satisfied, the Borrowers shall be obliged to apply the balance of any funds received by the Borrowers pursuant to the relevant Intercreditor Deed to the extent required to ensure that the relevant Required Amount is satisfied. Any balance of funds received by the Borrowers pursuant to the relevant Intercreditor Deed after such application shall be available to the relevant Borrower. In the event that the funds received pursuant to the relevant Intercreditor Deed are not adequate to ensure that the relevant Required Amount is satisfied, the Borrowers shall be obliged to pay an amount equal to such shortfall to the Facility Agent no later than 5 Business Days after receipt of notification from the Facility Agent of details of the combined voting power of all Voting Stock of amount required to satisfy the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Required Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.

Mandatory Prepayment. The (a) In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, transferred or released from the restrictions of Section 5.16 hereof, the Borrower shall, upon five Business Days’ notice from simultaneously with such sale, transfer or release, prepay the Agent given at the request or with the consent Loans in an amount equal to 100% of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at net proceeds of such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder sale or under the Notestransfer, in the event that any Person of a sale or two transfer, or more Persons acting in concert such lesser amount as shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on be required for the Borrower to payremain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any cash "boot" associated therewith shall be applied to prepayment of the Loans. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b) Simultaneously with the closing of any sale of common shares of beneficial interest, preferred shares of beneficial interest, partnership interests, limited liability company interests, or other ownership or equity interests in the Borrower willor the General Partner, forthwith upon the Borrower shall, simultaneously with such demand and without any further notice or actsale, pay prepay the Loans in an amount equal to 100% of the Net Offering Proceeds. (c) in the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Agent Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Collateral Shortfall Amount at such time, which funds Unsecured Debt Ratio shall be deposited --------- --- recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Facility LC Collateral Account. The Agent may at any time Unsecured Debt Ratio, or from time to time after funds are deposited in (ii) the Facility LC Collateral Account, apply such funds Borrower shall prepay to the payment Lead Agent, for the account of the Obligations and any other amounts as shall from time Banks, an amount necessary to time have become due and payable cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any Unsecured Debt Ratio within ninety (90) days of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all date of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account such non-compliance shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timean Event of Default.

Mandatory Prepayment. The Subject to any restrictions in the First-Lien Documentation (in the case of clause (iv) only), the Borrower shall, upon five Business Days’ notice will be required to prepay the Initial Bridge Loans on a pro rata basis at 100% of the outstanding principal amount thereof plus accrued and unpaid interest with (i) the net cash proceeds from the Agent given issuance of Securities (as defined in the Engagement Letter), provided, that in the event any Initial Bridge Lender or affiliate of an Initial Bridge Lender purchases debt securities from the Borrower pursuant to a “securities demand” under the Engagement Letter at an issue price above the level at which such Initial Bridge Lender or affiliate has determined such debt securities can be resold by such Initial Bridge Lender or affiliate to a bona fide third party at the request time of such purchase that is not a lender under the Bridge Facility or affiliate thereof or a participant in the Bridge Facility at such time (and notifies the Borrower thereof), the net cash proceeds received by the Borrower in respect of such debt securities may, at the option of such Initial Bridge Lender or affiliate, be applied first to prepay the Initial Bridge Loans of such Initial Bridge Lender or affiliate (provided that if there is more than one such Initial Bridge Lender or affiliate then such net cash proceeds will be applied pro rata to prepay the Initial Bridge Loans of all such Initial Bridge Lenders or affiliates in proportion to such Initial Bridge Lenders’ or affiliates’ principal amount of debt securities purchased from the Borrower) prior to being applied to prepay the Initial Bridge Loan held by other Initial Bridge Lenders; (ii) the net cash proceeds from the issuance of any Refinancing Debt (to be defined) by the Borrower or any of its restricted subsidiaries; (iii) net cash proceeds from any issuance of equity, subject to exceptions to be agreed, and (iv) the net cash proceeds (which will be defined to exclude, among other things, the amount of any required taxes or tax distributions that the Borrower may make as a result of such sale or disposition) from any non-ordinary course asset sales or dispositions (including as a result of casualty or condemnation) by the Borrower or any of its restricted subsidiaries in excess of amounts either reinvested in the business of the Borrower or its restricted subsidiaries in accordance with the consent of First-Lien Facility and the Required Lenders, pay ABL Facility or required to be paid to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or lenders under the NotesFirst-Lien Facility or the ABL Facility, in the event that case of any Person or two or more Persons acting in concert shall have acquired beneficial ownership such prepayments pursuant to the foregoing clauses (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934i), directly or indirectly(ii), (iii) and (iv) above with exceptions and baskets usual and customary for financings of Voting Stock this type made by companies that are affiliates of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at and in any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent event not less favorable to the Borrower or paid than those applicable to whomever may the First-Lien Facility and the ABL Facility (with appropriate modifications to reflect the bridge nature of the facility). The Borrower will also be legally entitled thereto required to offer to prepay the Initial Bridge Loans following the occurrence of a change of control (to be defined in a manner consistent with the Applicable Bond Standard (as defined below) and in any event not less favorable to the Borrower than the definition in the First-Lien Documentation but not to include a “continuing director” prong) at such time100% of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repayment.

Mandatory Prepayment. The Borrower shall(a) So long as the Discharge of ABL Obligations has not occurred, upon five Business Days’ notice from whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any ABL Grantor, any net proceeds of any sale or other disposal by any ABL Grantor of ABL Priority Collateral other than inventory in the Agent given at ordinary course of business shall be applied to prepay the request or ABL Obligations to the extent required under and in accordance with the consent provisions of Section 2.21(a) of the Required LendersABL Credit Agreement, pay and the amount of any prepayment required under and in accordance Table of Contents with the provisions of Section 6.2.3(b) of the Term Loan Agreement in connection with such asset sale or other disposal will be reduced by the amount of such proceeds applied to permanently repay the Agent ABL Obligations (for the Collateral Shortfall Amount at avoidance of doubt, without a permanent reduction of the commitments under the ABL Credit Agreement) or cash collateralize outstanding letter of credit obligations constituting ABL Obligations in such time, which funds shall be held order as specified in the Facility LC ABL Credit Agreement. Upon the Discharge of ABL Obligations, the ABL Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the NotesAgent shall, in the event that following order, (i) unless a Discharge of Term Loan Obligations has already occurred, deliver any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent remaining proceeds thereof held by it to the foregoing payment of Term Loan Collateral Agent to be applied by the Term Loan Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at Term Loan Obligations in such time, which funds shall be deposited order as specified in the Facility LC Collateral Account. The Agent may at any time Term Loan Documents until a Discharge of Term Loan Obligations and (ii) if a Discharge of Term Loan Obligations has already occurred, deliver such proceeds to the ABL Grantor, its successors or assigns from time to time after funds are deposited in the Facility LC Collateral Accounttime, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally lawfully entitled thereto at to receive the same. (b) So long as the Discharge of ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any ABL Grantor, any net cash proceeds of any issuance and/or incurrence of indebtedness for borrowed money by any ABL Grantor other than indebtedness permitted to be incurred in accordance with the ABL Credit Agreement shall be applied to prepay the ABL Obligations to the extent required under and in accordance with the provisions of Section 2.21(b) of the ABL Credit Agreement, and the amount of any prepayment required under and in accordance with the provisions of Section 6.2.3(c) of the Term Loan Agreement in connection with the issuance and/or incurrence of such indebtedness will be reduced by the amount of such proceeds applied to permanently repay the ABL Obligations (for the avoidance of doubt, without a permanent reduction of the commitments under the ABL Credit Agreement) or cash collateralize outstanding letter of credit obligations constituting ABL Obligations in such order as specified in the ABL Credit Agreement. Upon the Discharge of ABL Obligations, the ABL Collateral Agent shall, in the following order, (i) unless a Discharge of Term Loan Obligations has already occurred, deliver any remaining proceeds thereof held by it to the Term Loan Collateral Agent to be applied by the Term Loan Collateral Agent to the Term Loan Obligations in such order as specified in the Term Loan Documents until a Discharge of Term Loan Obligations and (ii) if a Discharge of Term Loan Obligations has already occurred, deliver such proceeds to the ABL Grantor, its successors or assigns from time to time, or to whomever may be lawfully entitled to receive the same.

Mandatory Prepayment. (i) The Borrower shall, upon five Business Days’ notice from will immediately prepay the Agent given Revolving Loans at any time when the request or with aggregate principal amount of all Revolving Loans plus the consent outstanding amount of all Letter of Credit Obligations plus the aggregate amount of all Indebtedness of the Required LendersLoan Parties in respect of Third Party Letters of Credit exceeds the result of the Total Revolving Credit Commitment, pay to the Agent the Collateral Shortfall Amount at full extent of any such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrowerexcess. If at any time subsequent to after the foregoing payment Borrower has complied with the first sentence of the Collateral Shortfall Amountthis 0, the Agent determines that the Collateral Shortfall Amount at such time aggregate Letter of Credit Obligations is greater than zerothe Total Revolving Credit Commitment, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay shall provide cash collateral to the Administrative Agent the Collateral Shortfall Amount at in an amount equal to 102.5% of such timeexcess, which funds cash collateral shall be deposited in the Facility LC Letter of Credit Collateral Account. Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the Total Revolving Credit Commitment. (ii) The Borrower will immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving Credit Commitment is terminated for any reason, but not until all Revolving Loan Obligations and Letter of Credit Obligations are first paid in full (or, to the extent such Obligations are contingent, such Obligations are cash collateralized in an amount equal to 102.5% of the aggregate undrawn amount of all outstanding Letters of Credit). (iii) The Administrative Agent may at any time shall on each Business Day apply all funds transferred to or from time to time after funds are deposited in the Facility LC Collateral Administrative Agent's Account, apply such funds to the payment payment, in whole or in part, of the Obligations and outstanding principal amount of the Revolving Loans. (iv) Immediately upon any other amounts as shall from time Disposition by any Loan Party or its Subsidiaries pursuant to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through 0, the Borrower shall prepay the Obligations in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Net Cash Proceeds received by such Person in connection with such Disposition shall not be required to be so applied to the extent (A) the Borrower delivers to the Agents promptly following such Disposition a certificate stating that a Loan Party or a Subsidiary thereof intends to use such Net Cash Proceeds to consummate a Permitted Acquisition within two hundred and seventy (270) days of receipt of such Net Cash Proceeds and (B) such Person in fact reinvests such Net Cash Proceeds within such two hundred and seventy (270) day period. Pending such reinvestments, such Loan Party shall (1) apply such Net Cash Proceeds as a prepayment of the applicable Revolving Loans but not as a permanent reduction in the Total Revolving Loan Commitment (and the Administrative Agent shall, concurrently with such prepayment, establish and maintain a reserve against the applicable Total Revolving Credit Commitment in an amount equal to such prepayment) and (2) after the Revolving Loans have been prepaid, the remainder of such Net Cash Proceeds shall be deposited in a cash collateral account in which the Collateral Agent has a perfected first priority security interest for the benefit of the Agents, the Lenders and the Bank Product Providers. Any Net Cash Proceeds not so reinvested shall be applied to permanently prepay the Loans. Nothing contained in this subsection (iv) shall permit any right to withdraw Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with 0. (v) Upon the funds held issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (excluding shares of Capital Stock issued to employees and management personnel of any Loan Party), the Borrower shall prepay the Obligations in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection 0 shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vi) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Obligations in accordance with Section 2.05(d) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (vii) If the Parent were to terminate the services of Nadal Management, Inc. and Xxxxx Xxxxx without "Cause" (as defined in the Facility LC Management Services Agreement), and a successor Chief Executive Officer reasonably acceptable to the Collateral Account pursuant Agent (acting in good faith) is not appointed by the Parent's Board of Directors within four (4) months of such termination without Cause (the "Replacement Period"), the Required Lenders may, during the two (2) month period following the end of the Replacement Period, notify the Borrower that the Required Lenders have elected to terminate this Agreement and require the Borrower, effective on the eight (8) month anniversary of the end of the Replacement Period, to prepay the Obligations in full in cash (including either (A) providing cash collateral to be held by the Administrative Agent in an amount equal to 102.5% of the aggregate undrawn amount of all outstanding Letters of Credit or (B) causing the original Letters of Credit to be returned to the Administrative Agent). (viii) For the avoidance of doubt, no Applicable Prepayment Premium shall be paid in connection with any prepayment made in accordance with this Section 2.09(b2.05(c); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.

Mandatory Prepayment. (a) The Borrower shall, upon five Business Days’ notice the occurrence of any Trigger Event (as such term is defined in sub-clause (b) of this Clause 6.2) deposit all Revenues arising from such Trigger Event in the Revenue Account immediately upon receipt thereof. On the last day of the Interest Period in which the Revenues deriving from a Trigger Event have been deposited into the Revenue Account as aforesaid, the Bank shall apply the amount of such Revenues required to be prepaid pursuant to this Clause 6.2, in prepayment of the Advance. (b) For the purposes of this Clause 6.2 (Mandatory Prepayment) each of the following events constitutes a Trigger Event: (i) any public offering or private placement of any securities of the Borrower, Elbit Medical or any Borrower Funded Subsidiary; (ii) a merger or consolidation of the Borrower, Elbit Medical or any Borrower Funded Subsidiary with any other entity; (iii) a sale, assignment, lease, or other disposal of (whether in one transaction or a series of transactions) any of the assets of the Borrower, Elbit Medical or any Borrower Funded Subsidiary assets including any shareholdings in any such Borrower Funded Subsidiary and any intellectual property to any person or entity; (iv) a sale of any asset of the Borrower, Elbit Medical or Borrower Funded Subsidiary; (v) a Refinancing of any debt of the Borrower, Elbit Medical or any Borrower Funded Subsidiary; or (vi) the receipt by the Borrower or Elbit Medical of any Distributions; or (vii) the exercise by EBRD of the EBRD Conversion Option. (c) In the event that, at such time as the Net Loan Amount is $40,000,000 (forty million US Dollars) or more, the total aggregate Revenues from the Agent given at the request or with the consent Refinancing of the Required LendersInitial Commercial Centers exceeds US$57,000,000 (fifty seven million US Dollars), pay to the Agent the Collateral Shortfall Amount at such time, which funds excess Revenues shall be held in deemed to be a "future Refinancing" for the Facility LC Collateral Accountpurposes of sub-clause (d) below. (d) Upon the Refinancing of any Project, and prepay the Aggregate Outstanding Credit Exposures a Borrower Funded Subsidiary or Plaza Centers (other than the undrawn stated amount under all Facility LCs outstanding Initial Commercial Centers) or any future Refinancing of the Initial Commercial Centers at such timetime as the Net Loan Amount is $40,000,000 (forty million US Dollars) plus or more, the Borrower shall procure that forty percent (40%) of the Revenue from such Refinancing, less: (i) any sums in prepayment of any senior construction loans or any refinancing loans in place prior to the date hereof in relation to such Project; (ii) reasonable expenses, costs and commissions incurred in respect of the award of the Refinancing Facility; and (iii) other expenses approved by the Bank) shall be paid into the Revenue Account and applied in accordance with Clause 6.2(a). (e) Upon: (i) a sale of Plaza Centers (in whole or in part); or (ii) a sale of a Project (in whole or in part), including the sale of all interest thereon or part of the shares of the Borrower Funded Subsidiary which is the owner of the relevant Project; or (iii) a public offering or private placement of any securities of Plaza Centers or a Borrower Funded Subsidiary owning a Project; the Borrower shall procure that the Revenues equal to the Prepayment Amount shall be paid into the Revenue Account and all other amounts payable hereunder or under applied in accordance with Clause 6.2(a). (f) In the Notesevent that EBRD shall elect to exercise the EBRD Conversion Option, the Borrower undertakes to procure that the amount which is equivalent to: (i) the Outstanding Equity Loan Amount at the date of the exercise of the EBRD Conversion Option; multiplied by (ii) the percentage of the outstanding share capital of Plaza Centers allotted to EBRD in consequence of the exercise of the EBRD Conversion Option, shall be deposited into the Revenue Account by not later than the last day of the Interest Period during which such share allotment is consummated, which amount shall be applied in the manner provided for in Clause 6.2(a) above. (g) Notwithstanding the provisions of Clause 6.2(d) above, in the event that any Person or two or more Persons acting Plaza Centers: (i) elects to exercise the Sadyba Option; and (ii) obtains senior debt financing for the Sadyba Project, then and in concert shall have acquired beneficial ownership (within such event the meaning proceeds of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds senior debt financing shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts applied as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.follows:

Mandatory Prepayment. The (a) In the event that, on any date, the aggregate outstanding principal amount of the Loans exceeds the Total Revolving Credit Commitment then in effect (including because of any reduction of the Commitments pursuant to Section 2.08 and without duplication of amounts required to be prepaid pursuant to clause (b) or (c) below), then the Borrower shallshall prepay such principal amount of the outstanding Loans (together with interest accrued thereon) as may be necessary so that, upon five Business Days’ after such prepayment, the aggregate outstanding principal amount of the Loans does not exceed the Total Revolving Credit Commitment. (b) Upon the occurrence of a Change in Control, the Borrower shall repay all Loans then outstanding (together with accrued interest thereon) on any date that shall have been specified for such repayment in a notice from of repayment delivered by the Administrative Agent given (acting at the request or with the consent direction of the Required Lenders, pay Banks) to the Agent Borrower; provided that if the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert Borrower shall have acquired beneficial ownership (within provided written notice to the meaning of Rule 13d-3 Administrative Agent of the Securities and Exchange Commission under the Securities Exchange Act occurrence of 1934such Change in Control (or a potential occurrence of such Change in Control), directly specifying the details thereof and the date or indirectly, of Voting Stock the expected date of the Borrower (or other securities convertible into occurrence thereof, then such Voting Stock) representing 30% or more notice of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent repayment must be delivered to the foregoing payment Borrower no later than 45 days after the delivery of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or Administrative Agent (it being understood that in the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through event the Borrower shall have any right provided to withdraw any the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of repayment may specify that the date of such repayment shall be the date of the funds held occurrence of such Change in Control, without referring to a specific calendar date). (c) In the Facility LC Collateral Account event the Specified Acquisition Agreement shall be terminated in accordance with its terms prior to the consummation of the Specified Acquisition, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the Administrative Agent of such termination and (ii) the Borrower shall, no later than the date that is three (3) Business Days after the date of such termination of the Specified Acquisition Agreement, repay all Loans then outstanding (together with accrued interest thereon). (d) Promptly following receipt of any notice pursuant to paragraph (c) of this Section 2.11, the Administrative Agent shall advise the Banks of the contents thereof. Each mandatory prepayment pursuant to this Section 2.09(b); provided, however, that after all 2.11 shall be applied to prepay ratably the Loans of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeBanks.

Mandatory Prepayment. (i) On the next occurring Monthly Payment Date following the date on which Lender shall receive any Net Proceeds Prepayment that Lender is entitled to apply in accordance with this Section 2.7(b) and not otherwise make available or deliver to Borrower pursuant to Section 7.4, Borrower shall prepay or authorize Lender to apply such Net Proceeds Prepayment as a prepayment of all or a portion of the outstanding principal balance of the Loan in an amount equal to the aggregate of (A) the Net Proceeds Prepayment up to an amount equal to the Release Amount for the affected Individual Property, (B) all Additional Interest and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mandatory Prepayment Amount”). Amounts paid to or applied by Xxxxxx as a Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Lender pursuant to clause (C) above and then to the amounts set forth in clauses (A) and (B) simultaneously. Except during the continuance of an Event of Default, any Net Proceeds Prepayment to be applied pursuant to this Section 2.7(b) in excess of the Mandatory Prepayment Amount shall be applied as Net Liquidation Proceeds After Debt Service and paid to (a) first, in the event the Mezzanine A Loan is outstanding, Mezzanine A Lender, (b) second, in the event the Mezzanine A Loan has been paid in full and the Mezzanine B Loan is outstanding, Mezzanine B Lender and (c) then, in the event each Mezzanine Loan has been paid in full, Borrower. During the continuance of an Event of Default, Lender may apply such Net Proceeds Prepayment to the Debt (until paid in full) in any order or priority as Lender may determine in its sole discretion. No Yield Maintenance Premium, Default Yield Maintenance Premium or other premium or penalty shall be due in connection with any prepayment made pursuant to this Section 2.7(b). The Borrower shallRelease Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Lender prior to obtaining a release of the applicable Individual Property. Lender shall provide to Borrower, upon five Business Daysten (10) days’ notice from the Agent given at the request or with the consent prior notice, (x) a release of the Required LendersIndividual Property if (I) at any time the Release Amount is reduced to zero, pay together with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the Agent the Collateral Shortfall Amount at such timeportion of an Individual Property that is subject to a Condemnation. (ii) As provided in Section 7.4(e) hereof, which funds each Casualty/Condemnation Prepayment tendered by Borrower to Lender in accordance with said Section 7.4(e) shall be held in the Facility LC Collateral Accountamount of the Release Amount in respect of the applicable Individual Property. No Yield Maintenance Premium, and prepay the Aggregate Outstanding Credit Exposures Default Yield Maintenance Premium or other penalty or premium shall be due in connection with any such Casualty/Condemnation Prepayment. (other than the undrawn stated amount iii) In connection with any release under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notesthis Section 2.7(b), in the event that any Person or two or more Persons acting such release would result in concert an Individual Borrower being an Unencumbered Borrower, such Unencumbered Borrower shall have acquired beneficial ownership (within be released by Lender from the meaning of Rule 13d-3 obligations of the Securities Loan Documents, except with respect to those obligations and Exchange Commission under liabilities which expressly survive the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock repayment of the Loan pursuant to any Loan Document and shall no longer be a Borrower for the purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, Xxxxxx agrees to deliver (A) a UCC-3 financing statement termination or other securities convertible into such Voting Stock) representing 30% or more of amendment releasing Xxxxxx’s security interest in the combined voting power of all Voting Stock of the collateral pledged to Lender relating to each Unencumbered Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and (B) instruments executed by Lender reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers its obligations under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held All reasonable costs and expenses incurred by Lender in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account connection with such release shall be returned paid by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeBorrower.

Mandatory Prepayment. The (a) Upon receipt by Borrower shallof Net Sales Proceeds or other asset sale proceeds as contemplated pursuant to Section 7.11 hereof, upon five Business Days’ notice from Borrower shall prepay the Loans (other than the Revolving Credit Loan) with such proceeds and, with respect to any Net Sales Proceeds or other asset sale proceeds remaining after such prepayments, Borrower shall prepay the Revolving Credit Loan. Such prepayments shall be applied in the following manner: (i) FIRST, to the then outstanding principal amount of the remaining Term Loans, in such orders and as among the portions of such Loans as GE Capital shall determine, and (ii) SECOND to the then outstanding principal amount of the Revolving Credit Loan. Notwithstanding the foregoing, Borrower shall not make a prepayment otherwise required pursuant to this Section 2.4(a) with the proceeds of asset sales to the extent that such prepayment is waived by Agent given (at the request direction or with the consent of the Required Lenders) in writing. Any prepayments of any Loan pursuant to this Section 2.4(a) shall be applied FIRST, to those portions of such Loan that constitute Index Rate Advances, and NEXT, to those portions of such Loan that constitute LIBOR Advances. Notwithstanding the foregoing, if any prepayment of a LIBOR Advance in the manner and at the times provided above would result in any such prepayment occurring prior to the last day of the Interest Period for such Advance, such prepayment shall instead be made on the last day of the Interest Period therefor (unless the Agent, at the direction or with the consent of the Required Lenders, pay to otherwise directs). Any prepayment of any Loan from the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning proceeds of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account asset sales pursuant to this Section 2.09(b); provided2.4(a) shall be accompanied by all accrued and unpaid interest on the principal amounts so prepaid. Any prepayments of Revolving Credit Advances pursuant to this Section 2.4(a) shall not be available to be reborrowed, however, that after all and the Maximum Revolving Credit Loan shall be permanently reduced by an amount equal to the maximum amount of the Obligations proceeds of asset sales available to be applied to reduce Revolving Credit Advances pursuant to clause (ii) above (even if all or a portion of such proceeds of asset sales available pursuant to clause (ii) above shall not have been indefeasibly paid applied in full and prepayment of Revolving Credit Advances due to the aggregate Commitments have been terminatedoutstanding amount of Revolving Credit Advances being less than the amount of such proceeds of asset sales available pursuant to clause (ii) above). Borrower shall use reasonable good faith efforts to select Interest Periods in respect of its LIBOR Advances in order to avoid circumstances whereby (or to minimize, to the extent possible, the extent to which) any funds remaining mandatory prepayments pursuant to this Section 2.4(a) would result in a LIBOR Advance being prepaid prior to the Facility LC Collateral Account last day of the Interest Period with respect thereto. (b) No prepayment fee shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timepayable in respect of any mandatory prepayment under this Section 2.4.

Mandatory Prepayment. The Borrower shall(a) To the extent Borrower, upon five Business Days’ notice from the Agent given at the request any other Loan Party or with the consent any of its Subsidiaries is required to make mandatory prepayments of the Required Lendersloans under the Senior Credit Agreement in accordance with Sections 2.10 and 2.11 of the Senior Credit Agreement, pay Borrower shall repay, or shall cause to be repaid, the Loans in accordance with terms of the Senior Credit Agreement and the pro rata provisions set forth in the Intercreditor and Collateral Sharing Agreement. To the extent that Net Cash Proceeds or Excess Cash Flow are to be utilized to repay the Loans, such payments shall be applied as follows: (i) to the Agent extent that such Net Cash Proceeds or Excess Cash Flow are to be applied to the Collateral Shortfall Amount at Loans prior to July 1, 2013, such time, which funds amounts shall be held applied to the Outstanding Amount of the Growth Loans until the Growth Loans have been paid in the Facility LC Collateral Accountfull; provided, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, however in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within A) the meaning of Rule 13d-3 Outstanding Amount of the Securities Growth Loans have been paid in full, (B) Net Cash Proceeds and/or undistributed Excess Cash Flow remain after such repayment and Exchange Commission under (C) Lender has outstanding Growth Loan Commitment and/or HUD Loan Commitments to make Loans thereunder, then first, the Securities Exchange Act Growth Loan Commitment shall be reduce by the amount of 1934), directly or indirectly, such excess on a dollar-for-dollar basis until the Growth Loan Commitment equals zero and second the HUD Loan Commitment shall be reduced by the amount of Voting Stock any such excess remaining after the reduction of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more Growth Commitment on a dollar-for-dollar basis until the HUD Loan Commitment equals zero, provided that any reduction in the HUD Loan Commitment prior to July 1, 2013 shall be treated as a prepayment of the combined voting power HUD Loans and shall be subject to the terms and conditions of all Voting Stock Section 2.09 and (ii) to the extent that such Net Cash Proceeds or Excess Cash Flow are to be applied to the Loans on or after July 1, 2013, such amounts shall be applied first to the Outstanding Amount of the Borrower. If at any time subsequent to Growth Loans until the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations Growth Loans have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent second to the Borrower or Outstanding Amount of the HUD Loans until paid in full (subject to whomever may be legally entitled thereto at such timethe yield protection provisions set forth in Section 2.09 above.

Mandatory Prepayment. The (a) If a Borrower Change of Control or Borrower Change of Ownership occurs: (i) the Borrower shall promptly notify the Facility Agent upon becoming aware of that event or if the Facility Agent otherwise becomes aware of such event the Facility Agent shall notify the Borrower accordingly; (ii) the Facility Agent shall promptly notify the Lenders thereof; (iii) no Lender shall be obliged to fund any Utilisation; and (iv) if a Lender so requires and notifies the Facility Agent within five Business Days of that Lender being notified by the Facility Agent of the event the Facility Agent shall, upon by not less than five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent Borrower, cancel the Collateral Shortfall Amount at such timeCommitment of that Lender and declare the participation of that Lender in all outstanding Loans, which funds shall be held in the Facility LC Collateral Accounttogether with accrued interest, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or accrued under the NotesFinance Documents immediately due and payable, in whereupon the event Commitment of that any Person or two or more Persons acting in concert shall have acquired beneficial ownership Lender will be cancelled and all such outstanding amounts will become immediately due and payable. (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stockb) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to after the foregoing payment Final Completion Date the Tangible Net Worth of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time Guarantor is greater less than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through US$1,000,000,000: (i) the Borrower shall have promptly notify the Facility Agent upon becoming aware of that event or if the Facility Agent otherwise becomes aware of such event the Facility Agent shall notify the Borrower accordingly; (ii) the Facility Agent shall promptly notify the Lenders thereof; (iii) no Lender shall be obliged to fund any right to withdraw any Utilisation; and (iv) if a Lender so requires and notifies the Facility Agent within five Business Days of that Lender being notified by the Facility Agent of the funds held in event the Facility LC Collateral Account pursuant to this Section 2.09(b); providedAgent shall, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent not less than 45 days’ notice to the Borrower or paid to whomever may Borrower, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be legally entitled thereto at cancelled and all such timeoutstanding amounts will become immediately due and payable.

Mandatory Prepayment. The Borrower shall(a) On any date after the Closing Date such amounts are received by, upon five Business Days’ notice or for the account of, Borrower, the following amounts shall be paid to Lender in the form received with any endorsement or assignment: (i) 100% of the Net Proceeds from the Agent given at the request or with the consent issuance of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures any Debt (other than the undrawn stated amount under all Facility LCs outstanding at such timePermitted Debt); (ii) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 100% of the Securities and Exchange Commission under the Securities Exchange Act proceeds from any Insurance Proceeds in respect of 1934)any casualty event affecting Collateral; provided that, directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent subject to the foregoing payment of the Collateral Shortfall Amountdraw and disbursement requirements below, the Agent determines that the Collateral Shortfall Amount at such time so long as there is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without not then any further notice Potential Default or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers Default under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the , Borrower shall have be permitted to use applicable Insurance Proceeds to purchase like kind replacement Collateral or repair any right to withdraw any such Collateral affected by such casualty event of the funds held in same or substantially similar quality so that such Collateral is usable to the Facility LC same extent as it was usable before suffering such casualty event, and such proceeds are used or committed to be used for such purchase or repair of such Collateral Account pursuant to this Section 2.09(b)within ninety (90) days after the date such proceeds are received; provided, however, that after in the event that the amount of any such Insurance Proceeds in respect of any such casualty event available for any such purchase or repair exceeds $2,500,000, such Insurance Proceeds shall be held by Lender and thereafter be provided to Borrower pursuant to draw and disbursement procedures reasonably agreed to by Lender and Borrower following customary practices in the real estate lending market in the State of Texas; (iii) 100% of all Eminent Domain Proceeds in respect of any Eminent Domain Event affecting Collateral; and (iv)100% of the Net Proceeds from the Disposition of any Collateral (other than proceeds of a Disposition permitted by Section 9.4). The non-cash portion of all Net Proceeds that Lender is entitled to receive under this Section 2.4(a), shall be pledged to Lender concurrently with the applicable Disposition. (b) All prepayments under Section 2.4(a) shall be applied to prepay the outstanding Obligations have been indefeasibly paid in full the order and manner elected by Lender. (c) Borrower shall provide written notice to Lender of, promptly after Borrower receives notice of or otherwise becomes aware of, any matters regarding any casualty event affecting the Collateral and the aggregate Commitments have been terminatedreceipt or expected receipt of Insurance Proceeds related thereto set forth in Section 2.4(a)(ii) above and shall provide a detailed written account as to the cause of such casualty event, any funds remaining the damage resulting therefrom, the repairs or replacements that will need to be made in respect thereof, the Facility LC Collateral Account expected time periods with respect thereto, the costs and expenses related thereto, together with such other details and disclosures requested by Lender with respect thereto. (d) All prepayments under this Section 2.4 shall be returned by the Agent to the Borrower without premium or paid to whomever may be legally entitled thereto at such timepenalty.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice As from the Agent given time this Judicial Reorganization Agreement starts to apply, the Debtor Company, at its own behest or through the request corresponding subsidiary, shall be authorized to transfer the following assets securing the International Bonds, i.e., shares of the company Baluma S.A., properties corresponding to the Coquimbo Casino and Hotel and the Pucón Casino and Grand Hotel or shares of the companies owning said properties, Inmobiliaria Proyecto Integral Coquimbo S.p.A and Inmobiliaria Kuden S.p.A (the “Special Assets”), provided that: (i) the Debtor Company obtain a report from an independent third party well known in the Chilean or international market, that said sale was carried out at arms’ length and at fair market value. This report shall not be subject to approval by the Trustee or any of the New International Bondholders; and (b) the Debtor Company undertakes (within 10 business days after receipt of the proceeds of the sale) a redemption of the New International Bonds in accordance with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in terms described below. In the event that any Person or two or more Persons acting of these sales may be considered as a Change of Control (as defined in concert the Indenture), the provisions of this chapter shall have acquired beneficial ownership (within the meaning of Rule 13d-3 prevail, and Section 3.7 of the Securities New Indenture (Change of Control Repurchase Event) shall not apply. The assets identified above may be transferred to any party related to the Company as part of a corporate restructuring, and Exchange Commission under shall not be considered as a sale of assets subject to a mandatory prepayment provided that /i/ said party related to the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock Company is some personal guarantor of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more New Instruments; and /ii/ all guarantees and prohibitions established on these assets are corrected and modified as required by the Trustee and Guarantee Agent, with a view to their remaining in full force and effect. The funds from the sale of the combined voting power of all Voting Stock Special Assets shall be paid in cash by the Company in US dollars, regardless of the Borrowercurrency in which the Company received the price of the respective sale. If at any time subsequent The funds obtained from the sale of the Special Assets must be deposited with the New Indenture Guarantee Agent for use, if necessary, in the redemption of the New International Bonds and as guarantee of the Debtor Company’s obligations to effect said redemption. The amortization value of the foregoing New International Bonds shall be the principal amount of the New International Bonds plus all interest accrued as of the date of payment of the Collateral Shortfall Amountredemption. In the event of sale of the assets in accordance with the terms described in this Chapter, the Agent determines International Bondholders undertake to proceed, at the time of the sale, provided that sufficient security has been granted thereto for the Collateral Shortfall Amount at such time is greater than zerocorresponding prepayment (in accordance with the terms described in this Chapter), to lift the guarantees and prohibitions applied on these assets. Upon transfer of the assets as stipulated in each case, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds Debtor Company shall be deposited in required to undertake the Facility LC Collateral Account. The Agent may at any time prepayment or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the partial payment on account of the Obligations and any other amounts as shall from time to time have become due and payable by International Bonds, at no cost or prepayment premium whatsoever, in accordance with the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.following terms:

Mandatory Prepayment. The (a In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, transferred or released from the restrictions of Section 5.16 hereof, the Borrower shall, upon five Business Days’ notice from simultaneously with such sale, transfer or release, prepay the Agent given at Loans in an amount equal to 100% of the request net proceeds of such sale or transfer, in the event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), pro- vided that the exchanged property has qualified as a New Acquisition and any cash "boot" associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash "boot" as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b Simultaneously with the consent closing of any sale of common shares of beneficial interest, preferred shares of beneficial interest, partnership interests, limited liability company interests, or other ownership or equity interests in the Borrower or the General Partner, the Borrower shall, simultaneously with such sale, prepay the Loans in an amount equal to 100% of the Required LendersNet Offering Proceeds. Notwithstanding the foregoing, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Noteshowever, in the event that (i) the Net Offering Proceeds in connection with any Person or two or more Persons acting in concert individual offering shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater be less than zero, the Agent may make demand on the Borrower to pay$20,000,000, and the Borrower will, forthwith upon such demand and without anticipates reinvesting the same in Real Property Assets within fifteen (15) days after receipt thereof or (ii) any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment Loans expire within thirty (30) days of the Obligations and any other amounts as shall from time to time have become due and payable by date thereof, the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); may retain such funds, provided, however, that after all if the Borrower shall not in fact so reinvest such funds in Real Property Assets within such fifteen (15) day period or repay such Loans within such thirty (30) day period, as the case may be, the Borrower shall immediately apply the same in repayment of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeLoans.

Mandatory Prepayment. The Borrower shalloutstanding Obligations shall be subject to mandatory prepayment as follows: (a) [Intentionally omitted]. (b) [Intentionally omitted]. (c) Subject to the terms of the Intercreditor Agreement, upon five Business Days’ notice any Net Proceeds received from a Prepayment Event, whether or not a Cash Control Event then exists, shall be paid over to the Administrative Agent given at on the request or date of receipt by the Borrowers and shall be utilized to prepay the Loans, together with the consent payment of any prepayment premium or Make Whole Amount required by SECTION 2.17, in the order of priority set forth in SECTION 7.4, as applicable. The Administrative Agent shall not be obligated to release their Liens on any Collateral included in such Prepayment Event until such Net Proceeds have been so received. If all Loans are paid in full (including any prepayment premium or Make Whole Amount required to be paid pursuant to SECTION 2.17), any excess Net Proceeds shall be remitted to the Borrowers. (d) In the event of any mandatory prepayment, other than as a result of an event described in clause (d) of the Required Lendersdefinition of Prepayment Event consisting of a public offering and sale of common stock of the Borrower for an amount per share equal to or greater than $10.00, pay any Lender may elect, by notice to the Administrative Agent the Collateral Shortfall Amount by telephone (confirmed by hand or telecopier) at least one Business Day prior to such timeprepayment, which funds to decline all or any portion of any such mandatory prepayment. (e) All amounts required to be applied to all Loans hereunder shall be held applied ratably in accordance with each Lender’s Pro Rata Share (unless otherwise agreed by the Facility LC Collateral AccountLenders). (f) Upon the Termination Date, the Borrowers shall pay, in full and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under in cash, all Facility LCs outstanding at such time) plus all interest thereon Loans and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the outstanding Obligations and any other amounts as shall from time to time have become due and payable then owing by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeBorrowers.

Mandatory Prepayment. The (a) If a Borrower Change of Control or Borrower Change of Ownership occurs: (i) the Borrower shall promptly notify the Facility Agent upon becoming aware of that event or if the Facility Agent otherwise becomes aware of such event the Facility Agent shall notify the Borrower accordingly; (ii) the Facility Agent shall promptly notify the Lenders thereof; (iii) no Lender shall be obliged to fund any Utilisation; and (iv) if a Lender so requires and notifies the Facility Agent within five Business Days of that Lender being notified by the Facility Agent of the event the Facility Agent shall, upon by not less than five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent Borrower, cancel the Collateral Shortfall Amount at such timeCommitment of that Lender and declare the participation of that Lender in all outstanding Loans, which funds shall be held in the Facility LC Collateral Accounttogether with accrued interest, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or accrued under the NotesFinance Documents immediately due and payable, in whereupon the event Commitment of that any Person or two or more Persons acting in concert shall have acquired beneficial ownership Lender will be cancelled and all such outstanding amounts will become immediately due and payable. (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stockb) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment Tangible Net Worth of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time Guarantor is greater less than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through US$1,000,000,000: (i) the Borrower shall have promptly notify the Facility Agent upon becoming aware of that event or if the Facility Agent otherwise becomes aware of such event the Facility Agent shall notify the Borrower accordingly; (ii) the Facility Agent shall promptly notify the Lenders thereof; (iii) no Lender shall be obliged to fund any right to withdraw any Utilisation; and (iv) if a Lender so requires and notifies the Facility Agent within five Business Days of that Lender being notified by the Facility Agent of the funds held in event the Facility LC Collateral Account pursuant to this Section 2.09(b); providedAgent shall, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent not less than 45 days’ notice to the Borrower or paid to whomever may Borrower, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be legally entitled thereto at cancelled and all such timeoutstanding amounts will become immediately due and payable.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ ' notice from the Agent given at the request or with the consent of the Required Lenders, (i) pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and (ii) prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers Issuer under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.

Mandatory Prepayment. The (a) In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, transferred or released from the restrictions of Section 5.11 hereof, the Borrower shall, upon five Business Days’ notice from simultaneously with such sale, transfer or release, prepay the Agent given at the request or with the consent Loans in an amount equal to 100% of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at net proceeds of such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder sale or under the Notestransfer, in the event that any Person of a sale or two transfer, or more Persons acting in concert such lesser amount as shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on be required for the Borrower to payremain in compliance with the financial covenants set forth in Section 5.8, and in the Borrower willevent of such a sale, forthwith upon such demand and without any further notice transfer or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds release. Such prepayments shall be deposited in applied to either the Revolving Credit Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Term Loan Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts (if any) as shall from time to time have become due and payable directed by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b)Borrower; provided, however, that after all if Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility, and then to the Term Loan Facility (if any) if such prepayment amounts are needed for the Borrower to remain in compliance with the financial covenants set forth in Section 5.8. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Obligations have been indefeasibly paid in full Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account cash “boot” associated therewith shall be returned applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with the financial covenants set forth in Section 5.8. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the applicable Banks, an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility (if any) as directed by the Agent Borrower; provided, however, that if Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility, and then to the Term Loan Facility (if any) if such prepayment amounts are needed for the Borrower or paid to whomever may remain in compliance with the financial covenants set forth in Section 5.8. Failure by the Borrower to comply with the Unsecured Debt Ratio within ninety (90) days of the date of such non-compliance shall be legally entitled thereto at such timean Event of Default.

Mandatory Prepayment. The Borrower shall, upon (i) Within five Business Days’ notice from Days after the Agent given date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Group Term Loans at the request or discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the consent fiscal year ended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the First Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the Required Lendersfiscal year, pay together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the Agent required date of such prepayment to the Collateral Shortfall Amount at extent the Group Revolving Credit Commitments are permanently reduced by the amount of such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notespayments, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning case of Rule 13d-3 each of the Securities immediately preceding clauses (1) and Exchange Commission under the Securities Exchange Act of 1934(2), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the Collateral Shortfall Amount, ECF Percentage shall be 25% if the Agent determines that Consolidated First Lien Net Leverage Ratio for the Collateral Shortfall Amount at fiscal year covered by such time is financial statements was less than or equal to 3.25:1.00 and greater than zero, 2.75:1.00 and (b) the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds ECF Percentage shall be deposited 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account prepayment pursuant to this Section 2.09(b); provided, however, that after all 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the Obligations have been indefeasibly paid required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in full calculations for the following fiscal year (but not subsequent years) on a dollar-for-dollar basis. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (l), (n) (other than a Permitted Sale Leaseback between Nexstar Guarantors that are not the Holding Companies), (o)(y) or (u) (in each case of (o)(y) and (u), to the extent provided thereunder) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the aggregate Commitments have been terminatedamount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, any funds remaining in the Facility LC Collateral Account “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be returned by required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Agent Borrower shall have, on or prior to such date, given written notice to the Borrower or paid Administrative Agent of its intent to whomever reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be legally entitled thereto at such timeprovided if no Event of Default has occurred and is then continuing).

Mandatory Prepayment. The Borrower shallBorrowers (or, upon five Business Days’ notice from subject to Clause 29.2, each Affected Borrower) shall be obliged to prepay the Agent given Relevant Amount: (a) in the case of a sale at any time after the request Delivery Date relative to that Ship, on or with before the consent date on which the sale is completed by delivery of that Ship to the buyer; or (b) in the case of a Total Loss, on the earlier of the Required date falling 180 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss; (c) if any of the following occurs, unless otherwise instructed by the Facility Agent (acting on the instructions of the Lenders): (i) without their prior consent and other than as the result of a Dropdown, pay to a change has occurred after the Agent the Collateral Shortfall Amount at such time, which funds shall be held date of this Agreement in the Facility LC Collateral Account, legal ownership of the Intermediate Shareholder or in the legal and prepay beneficial ownership of any of the Aggregate Outstanding Credit Exposures (other than shares in any Borrower or the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder ultimate beneficial ownership of the Guarantor or under the Notesany of them, in the event control of the voting rights attaching to any of those shares unless such change results in the ultimate beneficial owners (or their immediate family members including their descendants) of any Borrower, the Intermediate Shareholder or the Guarantor (the identity of which has been disclosed to the Facility Agent in writing on the date of this Agreement) owning more shares in the capital of the Guarantor than any other person (save for any passive institutional investor)) and holding executive power in any Borrower, the Intermediate Shareholder or the Guarantor provided that the above shall only apply to the Intermediate Shareholder following a Dropdown; and/or (ii) the ultimate beneficial owners (or their immediate family members including their descendants) of the largest number of common units in the Substitute Guarantor as at the date of this Agreement, whose identities have been disclosed to the Facility Agent in writing on the date of this Agreement, ceases to own more common units in the Substitute Guarantor than any Person other person (save for any passive institutional investor); and/or (iii) any person or two or more Persons group of persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 gains directly or indirectly Control of the Securities Guarantor or the Substitute Guarantor, and Exchange Commission under for the Securities Exchange Act purpose this paragraph “acting in concert” means a group of 1934persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition (directly or indirectly) of shares in the Guarantor or the Substitute Guarantor, by any of them, either directly or indirectly, of Voting Stock to obtain or consolidate Control of the Borrower Guarantor or the Substitute Guarantor; and/or (iv) following a Dropdown, (A) Capital GP LLC has ceased to be the Substitute Guarantor’s general partner or other securities convertible into such Voting Stock(B) representing 30% or more the Guarantor has ceased to hold legal ownership of the combined voting power common units of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall AmountCapital GP LLC; and (v) following a Dropdown, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower Substitute Guarantor ceases to pay, and the Borrower will, forthwith upon such demand and without any further notice wholly own or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw control any of the funds held Affected Borrowers. In this Clause 8.9, “Relevant Amount” means: (a) in the Facility LC Collateral Account cases of sub-paragraphs (a) and (b), an amount equal to the higher of (A) the outstanding amount of the Advance which has been used in part-financing the Ship which has become subject to any of the events referred to in such sub-paragraphs and (B) an amount, which after giving credit to the prepayment required to be made pursuant to this Section 2.09(b); providedClause 8.9, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining results in the Facility LC Collateral Account shall be returned by the Agent applicable Security Cover Ratio being equal to the Borrower or paid to whomever may be legally entitled thereto at such timeminimum Security Cover Ratio; and (b) in the case of Clause 8.9(c), the Loan; and (c) in the case of Clause 8.9(c)(i), the Advance owing by any Affected Borrower.

Mandatory Prepayment. The Borrower shallBorrowers shall not permit the sum of (i) the aggregate amount of Letter of Credit Obligations plus (ii) the aggregate principal amount of Loans outstanding under the Revolving Credit Facility at any time to exceed the then current Availability. Borrowers agree, upon five jointly and severally, to make such payments to Agent on the Loans outstanding under the Revolving Credit Facility which are necessary to cure any such excess within two (2) Business Days’ notice from Days after the occurrence thereof. To the extent that any payment made under the previous sentence is insufficient to cause the Letter of Credit Obligations to be equal to or less then the Availability, Borrowers agree, jointly and severally, to immediately deposit with Agent given at an amount of cash equal to the request entire Letter of Credit Obligation with respect to one or with more Letters of Credit which are causing the consent deficiency (which, for this purpose, shall be deemed to be Cash Collateralized Letters of Credit) in the Required Cash Collateral Account. To the extent that one or more Cash Collateralized Letter(s) of Credit expire (and are not drawn upon) and are not extended or are otherwise terminated without any continuing liability to Agent, the Issuing Lender or Lenders, pay which results in the sum of (i) the aggregate principal amount of Loans outstanding under the Revolving Credit Facility plus (ii) the aggregate amount of Letter of Credit Obligations being equal to or less than the Availability as of such date, Agent shall refund the Collateral Shortfall Amount at such time, which funds shall be cash held in the Facility LC Cash Collateral Account with respect to such Cash Collateralized Letter of Credit to the Borrowers within five (5) Business Days less any Letter of Credit Fees applicable thereto. In addition, following any such deposit of cash in the Cash Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in that the Facility LC Collateral Account, apply such funds to sum of (i) the payment aggregate principal amount of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers Loans outstanding under the Loan Documents. Neither Revolving Credit Facility plus (ii) the Borrower nor any Person claiming on behalf aggregate principal amount of Letter of Credit Obligations becomes equal to or through less than the Borrower shall have any right to withdraw any sum of (x) the funds Availability plus (y) the amount of cash held in the Facility LC Cash Collateral Account pursuant as of such date, Agent shall refund to the Borrowers within (5) Business Days a sum of cash held in the Cash Collateral Account equal to such excess less any Letter of Credit Fees applicable thereto. No Lender shall be under an obligation to make Loans under the Revolving Credit Facility or to issue any Letter of Credit during the period that any such excess described in the first sentence of this Section 2.09(b); provided, however, that after all 3.2(C) exists or would result from the making of an additional Loan under the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Revolving Credit Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeissuing an additional Letter of Credit.

Mandatory Prepayment. The (a) In the event that an -------------------- Unencumbered Asset Pool Property is sold, transferred or released from the restrictions of Section 5.17 hereof, the Borrower shall, upon five Business Days’ notice from simultaneously with such sale or transfer, prepay the Agent given at Loans in such amount as shall be required for the request or Borrower to remain in compliance with this Agreement. Notwithstanding the consent foregoing, a simultaneous like-kind exchange under Section 1031 of the Required Lenders, pay Internal Revenue Code will not be subject to the Agent provisions of this Section 2.10(a), provided that the Collateral Shortfall Amount at such time, which funds exchanged property has qualified as an Unencumbered Asset Pool Property. Sale of an Unencumbered Asset Pool Property in violation of this Section 2.10(a) shall constitute an Event of Default. Prepayments made under this Section 2.10(a) shall be held in applied to the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs amounts outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the NotesTranche B Loan and, in the event that any Person or two or more Persons acting in concert there are no amounts outstanding thereunder, then such prepayments shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission be applied pro rata to amounts outstanding under the Securities Exchange Act of 1934)Tranche A Loan, directly or indirectly, of Voting Stock of the Borrower Tranche C Loan and the Tranche D Loan. (or other securities convertible into such Voting Stockb) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent In addition to the foregoing payment payments of the Collateral Shortfall Amountinterest required to be made hereunder for each Tranche C Loan and Tranche D Loan, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, shall pay to the Administrative Agent for the Collateral Shortfall Amount at such timebenefit of the Tranche C Banks and the Tranche D Banks, which funds an amount equal to (1) $5,000,000 on June 30, 1998, (2) $20,000,000 on September 30, 1998, and (3) $25,000,000 on December 31, 1998 (each, a "Required -------- Amortization Payment") in partial prepayment of the Tranche C Loan and the -------------------- Tranche D Loan. The Required Amortization Payments shall be deposited applied pro rata to prepayment of the amounts outstanding under each of the Tranche C Loan and the Tranche D Loan. Any individual Tranche D Bank may waive application of its pro rata share of the Required Amortization Payment to the Tranche D Loan by notifying the Administrative Agent at least thirty (30) days prior to the date of such Required Amortization Payment, in which event, any such payment shall be applied by the Administrative Agent to prepayment, pro rata, of amounts outstanding under the Tranche C Loan. (c) Commencing January 1, 1999, in addition to the payments of interest required to be made hereunder with respect to the Tranche D Loan and the payments required under Section 2.10(b), Borrower shall pay annually to the Administrative Agent for the benefit of the Tranche D Banks, an amount equal to one percent (1%) of the original principal amount of the Tranche D Loan Amount (each, a "Tranche D Amortization Payment"), payment of which amount ------------------------------ shall be made in equal quarterly amounts, on the first Business Day of each calendar quarter, on each January 1, April 1, July 1 and October 1 during the Term, in partial prepayment of the Tranche D Loan. (d) In the event the Borrower issues commercial mortgage backed securities as described in the Facility LC Collateral Account. The Agent may at any time or from time Proxy Statement with respect to time after funds are deposited in those Real Property Assets demised under that certain Master Lease identified on Schedule 5.23 hereof, the Facility LC Collateral Account, apply proceeds of such funds transaction shall be applied to amounts outstanding under the payment Tranche A Loan as of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any date of the funds held in closing of such transaction. In the Facility LC Collateral Account pursuant to this event further prepayments are required under Section 2.09(b); provided2.10(a) as a result of such transaction, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account then such prepayments shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeapplied as set forth in Section 2.10(a) hereof.

Mandatory Prepayment. (a) The Borrower shall prepay the Loans ratably in accordance with the aggregate outstanding principal balances thereof, with the Net Proceeds of: (i) any direct or indirect public offering or private placement of the Permanent Securities, or any other debt or equity securities of the Borrower, any Guarantor or any direct or indirect parent holding company of the Borrower issued after the Closing Date other than (A) any issuance of directors' qualifying shares, (B) any issuance or sale of common stock (or common stock equivalents) or options to purchase common stock (or common stock equivalents) of the Borrower to officers and employees under employee benefit or compensation plans, (ii) the incurrence of any other Indebtedness by the Borrower, any of its Subsidiaries or any direct or indirect parent holding company of the Borrower (excluding Jupiter) after the Closing Date (other than (x) Indebtedness permitted to be incurred under the Credit Facility pursuant to Section 4.16(a) and (y) Indebtedness of the Borrower owed to and held by a Wholly Owned Subsidiary of the Borrower and Indebtedness of a Wholly Owned Subsidiary of the Borrower owed to and held by the Borrower or another Wholly Owned Subsidiary of the Borrower) and (iii) any Asset Disposition by the Borrower or any of its Subsidiaries after the Closing Date (other than an Asset Disposition permitted under Section 4.19(c)) (each of the transactions in the foregoing clauses (i), (ii) and (iii), a "Capital Markets Transaction"). The Borrower shall, upon five not later than the fourth Business Days’ notice from Day following any Capital Markets Transaction, apply such Net Proceeds to prepay the Agent given at the request Loans pursuant to this Section 2.4, without premium or with the consent penalty, by paying to each Lender an amount equal to 100% of such Lender's pro rata share of the Required Lendersaggregate principal amount of the Loans to be prepaid, pay plus accrued and unpaid interest thereon to the Agent the Collateral Shortfall Amount at such time, which funds shall be held Prepayment Date. (b) Subject to and in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notesaccordance with Section 4.29, in the event that of any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning Change of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934)Control, directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right offer to withdraw any of prepay the funds held in the Facility LC Collateral Account Loans pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time4.29.

Mandatory Prepayment. The (i) If at any time within ninety (90) days after the Closing Date the Borrower shall, upon five Business Days’ notice from the Agent given at the request or shall receive Net Offering Proceeds (but only in connection with the consent a private sale of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held equity interests in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder Borrower or under the Notes, in the event that any Person Subsidiary or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock Minority Holding of the Borrower) on terms reasonably satisfactory to the Administrative Agent (the amount of such Net Offering Proceeds up to $100,000,000 being hereinafter referred to as the "Permitted Private Placement"), then, simultaneously therewith, the Borrower shall repay the Loans in an amount equal to the lesser of (x) the aggregate Net Offering Proceeds received by the Borrower from and after the date hereof in excess of $100,000,000, and (y) the outstanding principal balance of the Loans. If at any time subsequent the Borrower shall receive Net Offering Proceeds other than pursuant to the foregoing payment Permitted Private Placement in connection with a public or private sale of equity interests in the Borrower or any Subsidiary or Minority Holdings, then the Borrower shall repay the Loans in an amount equal to the lesser of (x) the aggregate Net Offering Proceeds received by the Borrower, and (y) the outstanding principal balance of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may Loans. (ii) If at any time during the term of this Agreement, the Borrower shall receive Net Cash Proceeds, dividends or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds distributions relating to the payment Borrower's interests in VANTAS or OSA, then, simultaneously therewith, the Borrower shall repay the Loans in an amount equal to the lesser of (x) the Obligations and any other amounts aggregate Net Cash Proceeds, dividends or distributions relating to the Borrower's interests in VANTAS or OSA, as shall from time to time have become due and payable the case may be, received by the Borrower to from and after the Lenders or date hereof, and (y) the LC Issuers under outstanding Obligations. If at any time during the Loan Documents. Neither the Borrower nor any Person claiming on behalf term of or through this Agreement, the Borrower shall have receive Net Cash Proceeds, dividends or distributions relating to the Borrower's interests in any right Subsidiaries or Minority Holdings (other than VANTAS or OSA), then, simultaneously therewith, the Borrower shall, on a pro rata basis, (A) repay the Loans in an amount equal to withdraw the lesser of (x) the aggregate Net Cash Proceeds, dividends or distributions relating to the Borrower's interests in such Subsidiaries or Minority Holdings, as the case may be, received by the Borrower from and after the date hereof, and (y) the outstanding Obligations, and (B) repay principal under the ROP Credit Agreement and the RSVP Credit Agreement on a pari passu basis. (iii) If at any time from and after the Closing Date: (A) the Borrower merges or consolidates with another Person, (B) any equity interests in the Borrower, any Subsidiary or Minority Holding (other than the Permitted Private Placement) are sold by the Borrower, any Subsidiary or Minority Holding, as the case may be, (C) all or substantially all of the Property of the Borrower is sold, (D) a material amount of the Property of VANTAS is sold, (E) all or a substantial amount of the Property of OSA is sold, (F) any Property of any Subsidiary or Minority Holdings is sold, (G) the Persons holding the managerial positions of President, Chief Executive Officer and Chief Financial Officer of the Borrower shall no longer continue to hold such managerial positions with the Borrower, (H) a majority of the Persons who hold positions on the Board of Directors of the Borrower no longer continue to hold such positions, or (I) the Paribas Credit Agreement is either terminated or refinanced, provided that VANTAS shall be permitted to issue common Capital Stock and apply the proceeds thereof towards repayment of the loans under the Paribas Credit Agreement, (the date any of the funds held foregoing events shall occur being the "Prepayment Date"), then the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Termination Date and, the Credit Commitment thereupon shall be terminated. Notwithstanding anything contained in this subsection (iii) to the contrary, in the Facility LC Collateral Account case of the sale of (x) any equity interests in any Subsidiary or Minority Holdings (other than VANTAS or OSA) described in clause (B) above or (y) Property described in clause (F) above, the Borrower shall be required to prepay the Loans in the manner set forth in the second sentence of Section 4.3(c)(ii) above only to the extent of the Net Offering Proceeds or Net Cash Proceeds, as the case may be, received by the Borrower in connection with such sale. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid. (iv) In the event of a contemplated merger or consolidation of VANTAS with another Person, the Borrower shall deliver written notice thereof to the Administrative Agent no less than thirty (30) days prior to the effectiveness of such transaction. Such notice shall set forth in reasonable detail all the material terms and conditions of such merger or consolidation. In the event that the terms and conditions of such transaction are not reasonably acceptable to the Administrative Agent, then, on the date of the effectiveness of such transaction, the Borrower shall be required to prepay the Loans in their entirety as if the date of the effectiveness of such transaction were the Termination Date and the Credit Commitment thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and all other outstanding Obligations. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall 4.1(c) may not be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timereborrowed.

Mandatory Prepayment. The Borrower shall(a) If, upon five Business Days’ notice from the Agent given at the request as a result of acceleration, voluntary prepayment, scheduled payment or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held otherwise in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment respect of the Collateral Shortfall AmountNotes, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may Pechiney at any time or from time to time after funds makes any payment of principal of a Collateral Note (each a "PRINCIPAL PAYMENT"), the Borrower shall immediately prepay the principal amount of the Note. Such prepayment shall be equal to 85% of such Principal Payment, and, provided that no Default (under either this Agreement or under the Triarc Credit Agreement) or Event of Default has occurred and is continuing (and the Borrower shall immediately provide to the Bank a certificate confirming that no Default or Event of Default has occurred and is continuing), promptly and in any event within three Business Days an amount (the "EXCESS PORTION") equal to 15% of such Principal Payment shall be paid to the Borrower. The Bank agrees to direct the Depositary Bank and the Collateral Agent to pay the Excess Portion of the Principal Payment to the Borrower in accordance with, but subject to, the foregoing sentence. It is understood and agreed that if the amount equal to 85% of the Principal Payment exceeds the outstanding principal amount of the Note, an amount equal to such excess shall be paid by the Borrower to NationsBank, N. A. for application against the aggregate principal amount of the Demand Loans outstanding and other obligations under the Triarc Credit Agreement. . (b) If any Default or Event of Default has occurred and is continuing when any Pechiney Proceeds are deposited received or otherwise being held by the Depositary Bank, the Collateral Agent or the Bank, the entire amount of such Pechiney Proceeds shall be paid to the Bank and applied by the Bank as a payment of principal of the Note or applied by the Bank as a payment of interest on the Note or other obligations of the Borrower hereunder, as the Bank in its sole discretion shall determine (it being understood that the Borrower shall have no right whatsoever to receive any portion of such proceeds, except pursuant to Section 15 of the Pledge Agreement). If the Pechiney Proceeds exceed the principal of and interest on the Note and the other obligations of the Borrower hereunder, the Borrower shall pay an amount equal to such excess to NationsBank, N. A. for application against the aggregate principal amount of Demand Loans and other obligations outstanding under the Triarc Credit Agreement. It is also understood that upon the payment of any Pechiney Proceeds in respect of the principal of the Collateral Notes, NationsBank, N.A. may at any time thereafter decrease the Original Advance Percentage (as defined in the Facility LC Collateral AccountTriarc Credit Agreement) and the Margin Call Percentage (as defined in the Triarc Credit Agreement)(in either case, apply to such funds percentage as the Bank may in its sole and absolute discretion determine) by giving either Borrower thereunder notice of such revised percentage. If such a decrease results in a "Default" under the Triarc Credit Agreement, then (i) the decrease will constitute a Default hereunder, (ii) so long as any such "Default", or any other Default or Event of Default, shall occur and be continuing, the Borrower shall no right to receive any portion of the Pechiney Proceeds, (iii) if any "Event of Default" (as defined in the Triarc Credit Agreement), or any other Event of Default shall occur and be continuing, such Pechiney Proceeds may be applied to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower Borrower's obligations hereunder or to the Lenders or the LC Issuers obligations under the Loan Documents. Neither Triarc Credit Agreement, and (iv) if such "Default" under the Borrower nor any Person claiming on behalf Triarc Credit Agreement is cured or waived, and no other Default, Event of Default or through the Borrower shall have any right to withdraw any "Event of the funds held Default" (as defined in the Facility LC Collateral Account pursuant to this Section 2.09(b); providedTriarc Credit Agreement) has occurred and is continuing, however, that after all of the Obligations have been indefeasibly paid Bank will upon request promptly and in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent event within three Business Days return to the Borrower the Excess Portion of such Principal Payment, to the extent not applied to the Borrower's obligations hereunder or paid under the Triarc Credit Agreement in accordance with clause (iii) hereof (and the Bank agrees to whomever may direct the Depositary Bank and the Collateral Agent to pay the Excess Portion of the Principal Payment to the Borrower in accordance with, but subject to, this clause (iv)). (c) Each prepayment shall be legally entitled thereto at accompanied by the payment of accrued interest to the date of such timeprepayment on the amount prepaid, and shall be subject to the provisions of Section 2.12 hereof."

Mandatory Prepayment. The (a) If the Revolving Principal Amount at any time exceeds the Revolving Credit Limit, then Borrower shallshall repay the Revolving Principal Amount in at least the amount of that excess, upon five Business Days’ notice together with all accrued and unpaid interest on the principal amount so repaid. (b) On the date such amounts are received by, or for the account of, Borrower (or the applicable Company), the following amounts shall be paid to Lender in the form received with any endorsement or assignment: (i) 100% of the Net Proceeds from the Agent given at issuance of any Equity Interests or Subordinated Debt; (ii) 100% of the request or proceeds from any Insurance Proceeds in respect of any casualty event affecting Collateral, (iii) 100% of all Eminent Domain Proceeds in respect of any Eminent Domain Event affecting Collateral, and (iv) 100% of the Net Proceeds from the Disposition of any Collateral. The non-cash portion of all Net Proceeds that Lender is entitled to receive under this Section 2.4(b) , shall be pledged to Lender concurrently with the consent applicable Disposition. (c) All prepayments under Section 2.4(b) shall be applied to repay the Loans under the Revolving Credit Facility (with the proceeds being applied in accordance with Section 3.6) and the Revolving Committed Amount shall be automatically reduced by the amount of such repayment. (d) All prepayments under this Section 2.4 shall be without premium or penalty, provided that, each prepayment of a LIBOR Loan, whether by reason of acceleration or otherwise, will be accompanied by (i) the amount of accrued interest on the principal amount prepaid and (ii) the amount of Lender’s loss or expense actually incurred by it as a result of the Required Lendersprepayment (together with any related customary administrative fees charged by Lender in connection therewith). (e) Subject to any prepayment fee and other conditions provided in this Agreement, Borrower may pay to all or a portion of the Agent amount owed before it is due. Prepayment in full shall consist of payment of the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, remaining unpaid principal balance together with all accrued and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all unpaid interest thereon and all other amounts, costs and expenses for which Borrower is responsible under this Agreement or any other agreement with Lender pertaining to the Obligation before such amounts payable hereunder are due, whether such prepayment arises from a voluntary or under the Notesinvoluntary prepayment, acceleration of maturity, or any other cause or reason. Prepayment in the event that part shall consist of payment of any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 portion of the Securities and Exchange Commission under the Securities Exchange Act unpaid principal balance before it is due, whether such prepayment arises from a voluntary or involuntary prepayment, acceleration of 1934)maturity, directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders cause or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timereason.

Mandatory Prepayment. The (a) If a Borrower or a Restricted Subsidiary shall at any time Transfer any single Property or group of Properties, then the Borrowers shall, upon five Business Days’ notice from the Agent given at the request prior to or concurrently with the consent consummation of such Transfer, make a mandatory prepayment of the Required Lenders, pay outstanding principal balance of the Loan in an amount equal to the Agent applicable Net Liquidation Proceeds; provided that with -------- respect to any Transfers that occur after the Collateral Shortfall Principal Indebtedness has been reduced to $1 billion, if required under the Revolving Credit Agreement, the applicable Net Liquidation Proceeds shall be applied toward mandatory prepayments of the outstanding principal balances of the Loan and the Revolving Credit Loans, pro rata in accordance with their then-outstanding principal --- ---- balances (provided that the outstanding principal balance of the Revolving Credit Loans for this purpose shall at no time be higher than the Maximum Revolving Credit Loan Amount at such time). Notwithstanding the foregoing, which funds if the Revolving Credit Agreement is the Existing Revolving Credit Agreement, then regardless of the amount of the Principal Indebtedness, Net Liquidation Proceeds shall be held applied toward the prepayment of the Revolving Credit Loans only if and to the extent required in order for the Facility LC Collateral AccountOperating Partnership to remain in compliance with the Revolving Credit Agreement, and prepay the Aggregate Outstanding Credit Exposures entire remainder of the Net Liquidation Proceeds shall be applied toward the mandatory prepayment of the outstanding principal balance of the Loan. Each mandatory prepayment hereunder shall be accompanied by (other than i) the undrawn stated amount under of all Facility LCs outstanding at such timeaccrued and unpaid interest on the principal amount so prepaid, (ii) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become then due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither , and (iii) if such prepayment does not occur on the Borrower nor Payment Date, any Person claiming applicable Breakage Costs (except that if amounts required to be applied toward the mandatory prepayment of the Loan are received by the Borrowers on a date that is not a Payment Date, then provided no Event of Default is then continuing, the Borrowers shall have the option of depositing the amount of such mandatory prepayment into escrow with the Administrative Agent on behalf of the Lenders with irrevocable instructions that such amount be applied toward such prepayment on the first Payment Date thereafter). All prepayments and associated payments under this Section 1.7(a) shall be made to -------------- the Administrative Agent for the ratable benefit of the Lenders in accordance with their respective Commitment Percentages, and the principal amounts thereof shall be applied first to reduce the outstanding principal balance of the Notes ----- issued by Calwest and the Acquisition Vehicle, until those Notes have been repaid in full, and second to reduce the outstanding principal balance of the ------ Notes issued by the Operating Partnership; provided that with respect to any -------- Transfer of a Property that is owned by the Operating Partnership or through the Borrower shall have any right to withdraw any of its Subsidiaries, such principal amounts shall be applied first to reduce the funds held outstanding principal balance of the Notes issued by the Operating Partnership, until those Notes have been repaid in full, and second to reduce the Facility LC outstanding principal balance of the Notes issued by ------ Calwest and the Acquisition Vehicle. (b) The Borrowers shall give the Administrative Agent and the Collateral Account pursuant to this Agent at least 30 days' advance written notice of any prepayment under Section 2.09(b1.7(a). If such notice is given, the amount specified in such -------------- notice shall be due and payable on the date specified therein; provided, -------- however, that after all if such prepayment is not made on such date (x) Borrower's notice ------- of prepayment will be deemed rescinded, and (y) the Borrowers shall on such date pay to the Administrative Agent for the account of the Obligations have been indefeasibly paid Lenders all documented reasonable losses and out-of-pocket costs and expenses suffered by the Lenders as a consequence of such rescission. Upon payment of the amounts specified above, and upon written direction of the Administrative Agent delivered in full accordance with Section 9.4(a) hereof, the Collateral Agent will execute and -------------- deliver to the Borrowers such instruments, prepared by the Borrowers, as shall be necessary to release the applicable Property and the aggregate Commitments have been terminatedother Collateral relating solely to such Property from the Liens of the Loan Documents. (c) In the event of any Casualty or Taking affecting a Property in respect of which none of the Administrative Agent or the Lenders is obligated or elects to make available Loss Proceeds for restoration pursuant to Section ------- 5.17(b), any funds remaining in the Facility LC Collateral Account such Loss Proceeds shall be returned by the Agent applied to the Borrower prepayment of the ------- Indebtedness whether or paid not then due and payable, in a manner analogous to whomever may be legally entitled thereto at such time.prepayments in respect of Transfers pursuant to Section 1.7(a). --------------

Mandatory Prepayment. (a) The Borrower shall prepay the Bridge Loans ratably in accordance with the aggregate outstanding principal balances thereof with the Net Cash Proceeds of: (i) any direct or indirect public offering or private placement of the Permanent Securities, or any other debt securities of the Borrower or any of its Subsidiaries or any Equity Interests of the Borrower or any direct or indirect parent holding company of the Borrower, including, without limitation, Holdings; (ii) the incurrence of any other Indebtedness by the Borrower or any Subsidiary of the Borrower or any direct or indirect parent holding company of the Borrower, including, without limitation, Holdings (other than under the Senior Credit Facilities as in effect on the date hereof and Permitted Indebtedness); and (iii) any future issuance or sale of stock of Subsidiaries or any Asset Sale by the Borrower or any Subsidiary of the Borrower after the Funding Date (each of the transactions in the foregoing clauses (i), (ii) and (iii), a "PREPAYMENT TRANSACTION"). Notwithstanding the foregoing sentence, the Borrower shall not be required to prepay the Bridge Loans with the Net Cash Proceeds received by the Borrower or any Subsidiary from an Asset Sale (a) if the Borrower is required to apply such Net Cash Proceeds to prepay loans and permanently reduce commitments pursuant to the Senior Credit Facilities (and does so apply such Net Cash Proceeds) or (b) in the case of any sale of assets of PerkinElmer, Inc. for Net Cash Proceeds aggregating up to $75.0 million since the date of this Agreement; provided that such Net Cash Proceeds are re-invested in the Borrower and its Subsidiaries in accordance with the provisions of the Senior Credit Facilities as in effect on the date of this Agreement. Subject to the preceding sentence, the Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other not later than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under third Business Day following the Notes, in the event that receipt of Net Cash Proceeds with respect to any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral AccountPrepayment Transaction, apply such funds Net Cash Proceeds to prepay the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account Bridge Loans pursuant to this Section 2.09(b); provided2.4, howeverwithout premium or penalty, that after all by paying to each Lender an amount equal to 100% of such Lender's pro rata share of the Obligations have been indefeasibly paid in full aggregate principal amount of the Bridge Loans to be prepaid, plus all accrued fees and all accrued and unpaid interest thereon to the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall date of prepayment. (b) Holdings hereby agrees to be returned bound by the Agent foregoing provision and agrees to contribute the net proceeds of any issuance of its Equity Interests to the Borrower or paid to whomever may be legally entitled thereto at as common equity capital promptly upon the receipt of such timenet proceeds.

Mandatory Prepayment. The Borrower shall(a) To the extent that the aggregate principal amount of the Revolving Credit Loans plus the Letter of Credit Obligations exceeds the Borrowing Base as in effect at any time, upon five Business Days’ notice from the Agent given at Revolving Credit Borrowers shall immediately prepay the request or Revolving Credit Loans to the extent necessary to cause compliance with the consent Borrowing Base. To the extent that such prepayments are insufficient to cause compliance with the Borrowing Base, the Co-Borrowers shall pledge to the Administrative Agent for the ratable benefit of the Required LendersBanks, pay cash or cash equivalents (satisfactory to the Agent Administrative Agent) subject to collateral margins acceptable to the Collateral Shortfall Amount at Administrative Agent, in an amount equal to the amount of such timeshort-fall, which funds cash collateral shall secure the reimbursement obligations with respect to Letters of Credit. (b) If BC shall receive any proceeds from any sale by BC of its interest in Merinta or if BC receives any loan, dividend or distribution from Merinta (such proceeds, loans, dividends and distributions, collectively, the "Merinta Proceeds"), the Co-Borrowers shall prepay the principal of the Term Loan, in an aggregate amount equal to the Merinta Proceeds. All such prepayments shall be held applied to the principal installments of the Term Loan in inverse order of their maturities until the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert Term Loan shall have acquired beneficial ownership (within the meaning of Rule 13d-3 been paid in full. Prepayments of the Securities Term Loan may not be reborrowed. All prepayments shall be applied, first, to Base Rate Loans outstanding, second, to LIBOR Loans outstanding, and, third, to Letters of Credit in such order as the Administrative Agent shall determine in its sole and Exchange Commission under absolute discretion. All prepayments shall be accompanied by accrued interest on the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent principal amount being prepaid to the foregoing payment date of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeprepayment.

Mandatory Prepayment. (i) [intentionally omitted]. (ii) The Borrower shall, upon five Business Days’ notice from will immediately prepay the Agent given at the request or with the consent outstanding principal amount of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, Term Loans in the event that the Foothill Loan Agreement is terminated for any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b)reason; provided, however, that after all if the Indebtedness under the Foothill Loan Agreement is refinanced by another lender or lenders, this clause (ii) shall not require the immediate prepayment of the Obligations have been indefeasibly paid in full outstanding amount of the Term Loans so long as (i) such refinancing is pursuant to terms and conditions that are satisfactory to the Agents, such determination of satisfaction not to be unreasonably withheld or delayed, (ii) such refinancing is pursuant to terms that are not less favorable to the Loan Parties and the aggregate Commitments have been terminatedLenders than the terms of the Indebtedness owed to Foothill, any funds remaining (iii) such lender or lenders providing such refinancing Indebtedness (or an agent on behalf thereof) enters into an intercreditor agreement with Collateral Agent substantially in the Facility LC Collateral Account form of Exhibit I-2, (iv) after giving effect to such refinancing, the amount of such refinancing Indebtedness is not greater than the Maximum Priority First Lien Loan Amount, and (v) concurrent with the execution and delivery of the loan documents relative to such refinancing, the Loan Parties execute and deliver an acknowledgement that this clause (ii) shall thereafter be applicable with respect to the refinancing Indebtedness. (iii) [intentionally omitted]. (iv) [intentionally omitted]. (v) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries (other than a Permitted Disposition of the type described in clauses (a), (d), (e) and (f) of the definition of Permitted Dispositions), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to (a) 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $500,000 for all such Dispositions in any Fiscal Year, minus (b) the amount of such Net Cash Proceeds applied to the repayment of the Foothill Indebtedness (such repayment to effect a permanent repayment of such Indebtedness (with a commensurate and permanent reduction of the commitments thereunder), except in any case where the prepayment results from the sale or other disposition of a Loan Party or a division of a Loan Party and such sale includes Accounts or Inventory of such Loan Party, in which case a portion of the prepaid amount equal to the book value of the Accounts and Inventory included in such sale or other disposition shall be returned paid against the revolving credit facilities included in the Foothill Loan Agreement (without effecting a permanent repayment thereof and without effecting a reduction in the commitments thereunder) with the balance of the amount prepaid effecting a permanent repayment of the Foothill Indebtedness (with a commensurate and permanent reduction of the commitments thereunder). Nothing contained in this clause (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) — (s) of the definition of Permitted Indebtedness) or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (exclusive of the Qualified Issuance and exclusive of amounts received by the Agent Loan Parties pursuant to the exercise of stock options issued to employees of the Loan Parties pursuant to a stock option plan approved by the Board of Directors of the Borrower and only to the extent that the Net Cash Proceeds received therefrom do not exceed $2,000,000 during any 12 month period), the Borrower shall prepay the Loans in an amount equal to (a) 100% of the Net Cash Proceeds received by such Person in connection therewith, minus (b) the amount of such Net Cash Proceeds applied to the permanent repayment of the Foothill Indebtedness (including, in the case of amounts applied to revolving credit facilities, a permanent reduction in the commitments thereunder). The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or paid sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in an amount equal to whomever may be legally entitled thereto at (a) 100% of such timeExtraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, minus (b) the amount of such Net Cash Proceeds applied to the permanent repayment of the Foothill Indebtedness (including, in the case of amounts applied to revolving credit facilities, a permanent reduction in the commitments thereunder).

Mandatory Prepayment. (i) The Borrower shallwill immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at full extent of any such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event excess. On each day that any Person Revolving Loans or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning Letter of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934)Credit Obligations are outstanding, directly or indirectly, of Voting Stock of the Borrower (shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or other securities convertible into such Voting Stock) representing 30% or more of exceeds the combined voting power aggregate principal amount of all Voting Stock Revolving Loans and Letter of the BorrowerCredit Obligations outstanding on such day. If at any time subsequent to after the foregoing payment Borrower has complied with the first sentence of the Collateral Shortfall Amountthis Section 2.05(c)(i), the Agent determines that the Collateral Shortfall Amount at such time aggregate Letter of Credit Obligations is greater than zerothe then current Borrowing Base, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay shall provide cash collateral to the Administrative Agent the Collateral Shortfall Amount at in an amount equal to 110% of such timeexcess, which funds cash collateral shall be deposited in the Facility LC Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) [Intentionally omitted] (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent’s Account. The Agent may , to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. (iv) In the event that the aggregate amount of the cash and Permitted Investments of the Loan Parties and their Subsidiaries (excluding cash or Permitted Investments that is pledged to secure Permitted Indebtedness or other obligations of the Borrower or its Subsidiaries not prohibited under this Agreement) exceeds at any time or from time to time after funds are deposited in the Facility LC Collateral Account$250,000, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have immediately prepay the outstanding principal of the Revolving Loans in the amount equal to such excess. (v) Immediately upon receipt of any right proceeds of any Disposition by any Loan Party or its Subsidiaries other than a Permitted Disposition (other than a Permitted Disposition of the type described in clauses (b), (c) and (i) of the definition of Permitted Dispositions), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to withdraw 100% of the Net Cash Proceeds received by such Person in connection with such Disposition; provided that so long as no Event of Default has occurred and is continuing, the foregoing prepayment obligation shall only apply to the extent that the amount of such Net Cash Proceeds received by the Loan Parties and their Subsidiaries plus amounts received by the Loan Parties and their Subsidiaries under subsections (vi) and (vii) of this Section 2.05(c) exceed $3,500,000 during any Fiscal Year. Nothing contained in this clause (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vi) Upon the funds held issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) through (i), inclusive, of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock, other than pursuant to a plan of reorganization that is acceptable to the Lenders, the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith; provided that so long as no Event of Default has occurred and is continuing, the foregoing prepayment obligation shall only apply to the extent that the amount of such Net Cash Proceeds received by the Loan Parties and their Subsidiaries plus amounts received by the Loan Parties and their Subsidiaries under subsections (v) and (vii) of this Section 2.05(c) exceed $3,500,000 during any Fiscal Year. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (vii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts; provided that so long as no Event of Default has occurred and is continuing, the foregoing prepayment obligation shall only apply to the extent that the amount of such Extraordinary Receipts received by the Loan Parties and their Subsidiaries plus amounts received by the Loan Parties and their Subsidiaries under subsections (v) and (vi) of this Section 2.05(c) exceed $3,500,000 during any Fiscal Year. (viii) Without limiting any other provision of this Agreement or any other Loan Document permitting or requiring prepayment of the Loans in full or part, the Borrower shall prepay the Loans in full without premium or penalty on the 45th day following the Entry Date in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of event the Obligations Final Bankruptcy Court Order shall not have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower entered on or paid to whomever may be legally entitled thereto at before such timedate.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from If at any time the Agent given at the request or with the consent Aggregate Total Outstandings under all Facilities combined (calculated as of the Required Lendersmost recent Computation Date) exceeds either the Aggregate Commitment or the Borrowing Base, pay to then (A) the Agent the Collateral Shortfall Amount at such time, which funds US-Borrower shall be held in obligated to immediately repay Advances under the Facility LC Collateral AccountUS Facility, and prepay the Aggregate Outstanding Credit Exposures (B) each Non-US Borrower shall be jointly and severally obligated to immediately repay Advances under all Non-US Facilities, in each case in a principal amount that is, together with any other Borrower's repayment pursuant to this sentence, sufficient to eliminate any such excess; provided that no Non-US Borrower shall be required to repay any amount with respect to a Facility (other than its own Facility) to the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrowerextent prohibited by applicable law. If at any time subsequent (in each case measured as of the most recent Computation Date) (i) the Aggregate Total Outstandings in respect of the Canada Facility exceeds the Aggregate Canada Facility Commitment, (ii) the Aggregate Total Outstandings in respect of the Euro Facility exceed the Aggregate Euro Facility Commitment, (iii) the Aggregate Total Outstandings in respect of the Japan Facility exceed the Aggregate Japan Facility Commitment, (iv) the Aggregate Total Outstandings in respect of the Krona Facility exceed the Aggregate Krona Facility Commitment, (iv) the Aggregate Total Outstandings in respect of the UK Facility exceed the Aggregate UK Facility Commitment, or (vi) the Aggregate Total Outstandings in respect of the US Facility exceed the Aggregate US Facility Commitment, each Borrower that is a party to such affected Facility shall be jointly and severally obligated to repay Advances under the affected Facility in an amount or amounts sufficient to eliminate any such excess. Until such time as an excess in an affected Facility is so eliminated, the Aggregate US Facility Commitment shall be reduced by an amount equal to the foregoing payment Dollar Amount of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at excess of such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeaffected Facility.

Mandatory Prepayment. The (a) Upon the occurrence of a Mandatory Prepayment Event defined below, the Borrower shallshall immediately prepay the Loan as described herein, upon five Business Days’ notice from the Agent given at the request or with the consent accompanied by payment of all fees, expenses, and accrued interest thereon. Any of the Required Lendersfollowing events shall be considered a “Mandatory Prepayment Event” as that term is used herein: (i) a Change of Control of the Borrower; (ii) an Asset Sale; or (iii) an Event of Default. (b) No later than the first Business Day following the day of receipt by the Borrower or any of its Restricted Subsidiaries of Net Asset Sale Proceeds (as defined below) in respect of any sale of any assets (whether tangible or intangible) consisting of lesser amounts of assets than an Asset Sale, pay except for an Excluded Sale, the Borrower shall either, at its option, (i) prepay the Loan in an aggregate amount equal to 100% of the amount of such Net Asset Sale Proceeds, and the Commitment Limit shall be permanently reduced by that amount or (ii) redeem, prepay or retire any outstanding Debt that is senior in right of payment to the Agent Indebtedness or that is secured by the Collateral Shortfall Amount at such timeassets sold. For the avoidance of doubt, which funds the sale of assets covered by this Section 2.5 includes the sale (in any single transaction or related series of transactions) by the Borrower or any of its Restricted Subsidiaries of any tangible or intangible assets, except an Excluded Sale. The proceeds of any Excluded Sale may be used by the Borrower or its Restricted Subsidiary for any purpose not prohibited by this Agreement. “Excluded Sale” shall be held mean (x) sales of production in the Facility LC Collateral Accountordinary course of business, (y) sales of items of equipment in the ordinary course of business which are obsolete or otherwise no longer useful for such Person’s operations, and prepay (z) sales of assets in an amount, when added to the Aggregate Outstanding Credit Exposures total amount of all sales of assets made by the Borrower and its Restricted Subsidiaries during the immediately preceding six month period pursuant to this clause (other than the undrawn stated amount under all Facility LCs outstanding at such timez) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership not exceed twenty (within the meaning of Rule 13d-3 20%) percent of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock assets of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more and its Restricted Subsidiaries as of the combined voting power first day of all Voting Stock such six month period. “Net Asset Sale Proceeds” shall mean the cash payments (including any cash received by way of the Borrower. If at deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received from such asset sale, net of any time subsequent bona fide direct costs reasonably incurred in connection with such asset sale such as any reasonable brokerage fees, commissions and other similar expenses relating to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such timeasset sale.

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such timei) plus all interest thereon and all other amounts payable hereunder or under the Notes, in In the event and on each occasion that any Person Net Cash Proceeds are received by or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of the Issuer or through the Borrower shall have any right to withdraw any of its Subsidiaries in respect of any Reduction Event, the funds held in Issuer shall promptly request permission from the Facility LC Collateral Account pursuant Central Bank to remit all required amounts under this Section 2.09(b2.04 in Dollars to the Administrative Agent under the applicable ROF and, within five Euro-Dollar Business Days after the Receipt Date for such Net Cash Proceeds (subject, in each case, to the provisions of this Section 2.04(a) and Section 2.04(d)), prepay the Bank Notes in an aggregate principal amount equal to the amount of such Net Cash Proceeds allocated thereto under Section 2.03(b) and prepay Tranche D Notes in an aggregate principal amount equal to the amount of such Net Cash Proceeds allocated thereto under Section 2.03(b), in each case together with interest thereon to the date of prepayment; provided, however, that after all notwithstanding the foregoing, if the applicable Reduction Event is the incurrence of any Debt described in Section 5.10(c) that has been incurred to refinance in whole or in part specific Tranche D Notes (or Tranche D Participations) of a Tranche D Lender, the Net Cash Proceeds thereof shall be applied first to the prepayment of such Tranche D Notes of such Tranche D Lender until such Notes are paid in full, and second in the manner set forth in Section 2.03(b); and provided further, that notwithstanding the foregoing, if the applicable Reduction Event is the event described in item (iv) of the Obligations definition of "Reduction Event," the Net Cash Proceeds from such Reduction Event shall be applied as a prepayment of such portion of each relevant Tranche D Lender's Tranche D Note in respect of the Working Capital Amount of each relevant Supplier as calculated in accordance with the second proviso of the definition of "Net Cash Proceeds." (ii) Notwithstanding the provisions of subclause (i) above, no Mandatory Prepayment shall be required pursuant to this Section 2.04(a) in respect of any Net Cash Proceeds (or a portion thereof, if applicable) arising from an Asset Sale if the Issuer shall deliver to the Administrative Agent a Responsible Officers' Certificate to the effect that the Issuer or such Subsidiary elects to apply such Net Cash Proceeds (or a portion thereof specified in such certificate) on or before a date occurring 180 days subsequent to the Receipt Date therefor to capital expenditures of the Issuer incurred in connection with the mobile telephone network business of the Issuer in the Concession Area (such date, the "EXPIRATION DATE") and certifying that no Default has occurred and is continuing. To the extent that the Issuer has so delivered such Responsible Officers' Certificate and, in the manner and to the extent specified in such certificate, the Net Cash Proceeds therefrom have not been indefeasibly paid applied in full and by or on behalf of the aggregate Commitments have been terminatedIssuer or such Subsidiary on or before the Expiration Date, any funds remaining or committed to be so applied within 180 days after the Expiration Date pursuant to a binding contract, the Issuer shall, on the Expiration Date, but subject to Section 2.04(d), prepay the Notes in the Facility LC manner set forth herein in an amount equal to such Net Cash Proceeds that have not been so applied or committed. At any time that aggregate Net Cash Proceeds by operation of the immediately preceding sentence exceeding $50,000,000 (or its equivalent in another currency) have not yet been applied to prepayment of the Notes (or a Tranche D Participation) or in the manner specified in the Responsible Officers' Certificate delivered pursuant to this Section 2.04(a)(ii), the Issuer shall immediately deliver to the Brazilian Collateral Agent for deposit in the Brazilian Special Purpose Account the entire Net Cash Proceeds not yet so applied and such Net Cash Proceeds shall be returned held in the Brazilian Special Purpose Account until so applied by the Agent Issuer in accordance with, and within the time periods specified in, this Section 2.04(a)(ii). On or prior to the Borrower or paid Expiration Date in respect of any Reduction Event with respect to whomever may which a Responsible Officers' Certificate has been delivered pursuant to this Section 2.04(a)(ii), the Issuer shall notify the Administrative Agent in reasonable detail of the application of the Net Cash Proceeds required to be legally entitled thereto at applied on such timedate (including to which Person and for which purposes such amounts are to be applied).

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such timei) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment aggregate amount of outstanding Loans (other than Interest Loans) exceeds the Collateral Shortfall AmountAggregate Commitment then in effect, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right prepay, or cause the relevant Borrowing Subsidiaries to withdraw any prepay, as the case may be (including without limitation by providing funds to such Borrowing Subsidiary for such payment) an amount equal to the excess of the aggregate amount of outstanding Loans (other than Interest Loans) over such Aggregate Commitment, such prepayment to be made, together with accrued interest on the amount prepaid through the date of prepayment, not more than three Business Days following any date on which the aggregate amount of outstanding Loans (other than Interest Loans) exceeds the Aggregate Commitment. (ii) The Borrower shall prepay, or cause the relevant Borrowing Subsidiary to prepay, as the case may be (including, without limitation, by providing funds held to such Borrowing Subsidiary for such payment): (I) until the Tranche D Loan has been repaid in full, an amount equal to the lesser of (A) one hundred percent (100%) of the net cash proceeds from any Offering (net of all costs of such Offering including, without limitation, underwriting fees (if any)) and (B) the remaining amount outstanding under the Tranche D Loan, PROVIDED that, (i) with respect to any "Equity Capital Market Transaction" that is not a Refinancing Private Equity Transaction, the Borrower shall not be required to prepay any amount in excess of the amount derived from the "Capital Markets Percentage" applicable thereto, and (ii) no prepayment shall be required in the Facility LC Collateral Account case of an Offering constituting an "Agency Capital Market Transaction" (the foregoing terms in quotation marks having the respective meanings assigned to them in the Common Agreement); and (II) to the extent not applied pursuant to clause (I) above, an amount equal to the Mandatory Prepayment Amount. Any prepayment required to be made pursuant to this Section 2.09(b); provided3(b)(ii) shall be made, howevertogether with accrued interest on the amount prepaid through the date of prepayment, that after all not more than three Business Days following the closing of the Obligations have been indefeasibly paid Offering generating such proceeds, and shall be applied (A) in full the case of a prepayment pursuant to clause (I) above, to repayment of the Tranche D Loan and (B) in the case of a prepayment pursuant to clause (II) above, to the repayment of the Tranche A Loan, the Tranche B Loan and the aggregate Commitments Tranche C Loan (in that order of priority). For the purposes of this Section 3(b)(ii), the following terms have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.following meanings:

Mandatory Prepayment. The Borrower shall(i) Dispositions. Immediately upon any Disposition by any Loan ------------ Party or any Restricted Subsidiary, upon five Business Days’ notice from the Agent given at Borrowers shall prepay the request or with the consent outstanding principal of the Required Lenders, pay Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and Restricted Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed $500,000 for all such Dispositions since the Effective Date. In addition, immediately upon any Disposition by any Unrestricted Subsidiary of the Parent, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Unrestricted Subsidiary in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Unrestricted Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed $1,000,000 for all such Dispositions since the Effective Date. (ii) Upon the loss, destruction or taking by condemnation of any Collateral, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of the proceeds received by any Loan Party in connection therewith, net of any reasonable expenses incurred in collecting such net proceeds; provided, that, (i) except during the continuance of a Default or an -------- ---- Event of Default, proceeds from insurance covering loss, destruction or taking of any Collateral Shortfall Amount at shall not be required to be so prepaid on such timedate to the extent such insurance proceeds are either (A) deposited and remain in a Securities Account or (B) used to replace or restore the properties or assets in respect of which such proceeds were paid, which funds provided, the Administrative Borrower -------- delivers a certificate to the Agent on or prior to such date stating that such proceeds shall be held used to replace or restore any such properties or assets (which certificate shall set forth estimates of the proceeds to be so expended). (iii) Simultaneously with the receipt by any Borrower of any tax refund or the proceeds of any judgment, settlement or other consideration of any kind in connection with any causes of action arising under the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures Bankruptcy Code or otherwise (other than Avoidance Actions), the undrawn stated amount under all Facility LCs Borrower shall prepay the outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 principal of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock Loans in an amount equal to 100% of the Borrower net proceeds received. (or other securities convertible into such Voting Stockiv) representing 30% or more of The Borrowers will immediately prepay the combined voting power of all Voting Stock of the Borrower. If Revolving Loans at any time subsequent when the aggregate principal amount of all Revolving Loans exceeds the Borrowing Base, to the foregoing payment full extent of the Collateral Shortfall Amountany such excess. On each day that any Revolving Loans are outstanding, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower Borrowers shall hereby be deemed to pay, represent and the Borrower will, forthwith upon such demand and without any further notice or act, pay warrant to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders that the Borrowing Base calculated as of such day equals or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and exceeds the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at principal amount of all Revolving Loans on such timeday.