Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. (i) If on any day the Principal Obligations exceed the Available Commitment for any reason (including, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) If on Concurrently with any day Change of Control, together with payment of the Principal Obligations exceed prepayment fee (as specified in Section 2.7(a) above); provided that if the Available Commitment for any reason (including, in each case without limitation, as a result Change of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in Control occurs prior to the Fair Market Value first anniversary of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”)the Agreement Date, then the applicable Borrower or Borrowers prepayment fee shall (i) if equal 4.0% of the principal amount of such Overadvance is greater the Notes. No less than or equal five (5) Business Days prior to $500,000any proposed Change of Control, either pay Issuers will deliver a written notice to the full amount of such Overadvance to Administrative Agent, for the benefit Agent and each of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in fulloccur. (ii) IfUpon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any dayEvent of Default which results in the acceleration of amounts due under the Notes, together with payment of the Principal Obligations outstanding on such day exceed prepayment fee (as specified in Section 2.7(a) above); provided that if the amount necessary for Event of Default occurs prior to the Borrowers to be in compliance with Section 9.27first anniversary of the Agreement Date, then the Borrowers prepayment fee shall pay without further demand such excess to Administrative Agent, for the benefit equal 4.0% of the Lenders, in immediately available funds principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the Required Payment Timeprepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. Borrowers shall not permit the sum of (i) If on the aggregate amount of Letter of Credit Obligations plus (ii) the aggregate principal amount of Loans outstanding at any day the Principal Obligations time to exceed the Available Commitment then current Availability. Borrowers agree, jointly and severally, to make such payments to Agent on the Loans which are necessary to cure any such excess within two (2) Business 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 an amount of cash equal to the entire Letter of Credit Obligation with respect to one or more Letters of Credit which are causing the deficiency (which, for any reason (includingthis purpose, in each case without limitation, as a result shall be deemed to be Cash Collateralized Letters of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change Credit) in the Fair Market Value 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 Eligible Asset liability to Agent, the Issuing Lender or any failure Lenders, which results in the sum of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the aggregate principal amount of Loans outstanding 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 cash held in the 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, at any time and from time to time that the sum of (i) the aggregate principal amount of Loans outstanding plus (ii) the aggregate principal amount of Letter of Credit Obligations becomes equal to or less than the sum of (x) the Availability plus (y) the amount of cash held in the Cash Collateral Account as of such Overadvance is greater than or date, Agent shall refund to the Borrowers within (5) Business Days a sum of cash held in the Cash Collateral Account equal to $500,000, either pay the full amount such excess less any Letter of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that Credit Fees applicable thereto. No Lender shall be subject under an obligation to Administrative Agent’s consent, which shall not be unreasonably withheld make Loans or delayed), to issue any Letter of Credit during the period that any such excess described in each case on or before the Required Payment Time after the occurrence first sentence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower 3.2(B) exists or Borrowers hereby agree that Administrative Agent may withdraw would result from the applicable Capital Account and/or making of an additional Loan under the Asset Account, any Capital Contributions Revolving Credit Facility or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in fullissuing an additional Letter of Credit. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (i) If on any day the Dollar Equivalent of the Principal Obligations exceed the Available Commitment for any reason (including, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset Investment or any failure of an Asset Investment to constitute an Eligible AssetInvestment) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to the Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to the Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Collateral Account and/or and/or, to the Asset extent applicable, the Investment Collection Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (a) So long as the Note remains outstanding, in the event that the Borrower receives any payment from (i) If on any day Transfer of securities of SouFun beneficially owned by the Principal Obligations exceed Borrower or (ii) any dividend or other distributions from SouFun, the Available Commitment for Borrower hereby agrees that all proceeds from such payment shall be used to first prepay any reason outstanding principal amount under such Note. (includingb) So long as the Note remains outstanding, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset event that the Borrower or any failure of an Asset its Affiliates makes any prepayment under the New Investor Financing, the Lender shall have the right to constitute an Eligible Asset) (any request the Borrower to prepay a pro rata portion of the outstanding principal amount under such excess, an “Overadvance”Note. For purposes of this Section 5.3(b), then the applicable Borrower or Borrowers pro rata portion shall mean a fraction, of which (i) if 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 Overall Private Placements, in the event that such Overadvance New Investor's Financing Ratio, if applicable, is greater lower than or the Financing Ratio of the Lender, the Borrower shall prepay an amount of the Note so that the Financing Ratio of the Lender shall be reduced to be equal to $500,000, either pay the full amount such New Investor's Financing Ratio. For purposes of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayedthis Section 5.3(c), in each case on “Financing Ratio,” with respect to a Person, shall mean a fraction, of which (i) the numerator is the total subscription price paid by the Founder, the Borrower or before any of their respective Affiliates under the Required Payment Time after the occurrence of such OveradvanceSouFun Subscription Agreement, and (ii) if 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 the Founder, the Borrower or any of their respective Affiliates in connection with the Overall Private Placements, such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that New Investor’s Financing Ratio shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in fullzero. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (a) So long as the Note remains outstanding, in the event that the Borrower receives any payment from (i) If on any day Transfer of securities of SouFun beneficially owned by the Principal Obligations exceed Borrower or (ii) any dividend or other distributions from SouFun, the Available Commitment for Borrower hereby agrees that all proceeds from such payment shall be used to first prepay any reason outstanding principal amount under such Note. (includingb) So long as the Note remains outstanding, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset event that the Borrower or any failure of an Asset its Affiliates makes any prepayment under the New Investor Financing, the Lender shall have the right to constitute an Eligible Asset) (any request the Borrower to prepay a pro rata portion of the outstanding principal amount under such excess, an “Overadvance”Note. For purposes of this Section 5.3(b), then the applicable Borrower or Borrowers pro rata portion shall mean a fraction, of which (i) if 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 Overall Private Placements, in the event that such Overadvance New Investor's Financing Ratio, if applicable, is greater lower than or the Financing Ratio of the Lender, the Borrower shall prepay an amount of the Note so that the Financing Ratio of the Lender shall be reduced to be equal to $500,000, either pay the full amount such New Investor's Financing Ratio. For purposes of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall this Error! Reference source not be unreasonably withheld or delayedfound.(c), in each case on “Financing Ratio,” with respect to a Person, shall mean a fraction, of which (i) the numerator is the total subscription price paid by the Founder, the Borrower or before any of their respective Affiliates under the Required Payment Time after the occurrence of such OveradvanceSouFun Subscription Agreement, and (ii) if 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 the Founder, the Borrower or any of their respective Affiliates in connection with the Overall Private Placements, such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that New Investor’s Financing Ratio shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in fullzero. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (i) If on The Borrower will immediately prepay the Revolving Loans at any day time when the Principal aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceed exceeds the Available Commitment for any reason (includingBorrowing Base, in each case without limitation, as a result to the full extent of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, an “Overadvance”the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base as set forth in the Borrowing Base Certificate most recently delivered to the Agents equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower has complied with the first sentence of this Section 2.05(c)(i), then the applicable Borrower or Borrowers shall (i) if the amount aggregate Letter of such Overadvance is Credit Obligations are greater than or equal the then current Borrowing Base, the Borrower shall Cash Collateralize such excess, with such Cash Collateral to $500,000, either pay be returned to the full amount Borrower (provided no Event of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that Default shall have occurred and be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayedcontinuing), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until at such time as such Overadvance has been satisfied in fullthe aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base as determined by the Administrative Agent. (ii) IfThe 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. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans in accordance with the terms of this Agreement. (iv) Within 10 days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended March 31, 2015, or, if such financial statements are not delivered to the Agents and the Lenders on any daythe date such statements are required to be delivered pursuant to Section 7.01(a)(iii), 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Principal Obligations Borrower shall (A) if the information set forth in the related Compliance Certificate demonstrates that the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the end of such Fiscal Year is greater than 1.00:1.00, prepay the outstanding on principal amount of the Loans in accordance with clause (d) below in an amount equal to the result of (to the extent positive) (1) 75% of the Excess Cash Flow of the Borrower and its Subsidiaries for such day exceed Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrower pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount necessary of such payments), or (B) if the information set forth in the related Compliance Certificate demonstrates that the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the end of such Fiscal Year is equal to or less than 1:00:1.00, prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to the result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Borrower and its Subsidiaries for such Fiscal Year minus (2) the Borrowers aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrower pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). (v) Within 2 Business Days following payment for any Disposition by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below 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 (excluding Net Cash Proceeds from Dispositions of Accounts Receivable) $500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (vi) Within 2 Business Days following the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than Equity Issuances pursuant to the Wanxiang Warrant), the Borrower shall prepay the outstanding amount of the Loans in accordance with clause (d) below in an amount equal to (A) in the case of issuance or incurrence of any such Indebtedness, 100% of the Net Cash Proceeds received by such Person in connection therewith and (B) in the case of an Equity Issuance, (1) so long as no Event of Default has occurred and is continuing, 0% of the Net Cash Proceeds received by such Person in connection therewith and (2) after the occurrence and continuance of an Event of Default, 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(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) Within 2 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts in compliance an amount exceeding $100,000, the Borrower shall prepay the outstanding principal of the Loans in accordance with clause (d) below an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (viii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds (other than insurance proceeds received in connection with loss or damage of Inventory) or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(v) or Section 2.05(c)(vii), as the case may be, up to $500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds and Extraordinary Receipts are used to replace, repair, restore or purchase properties or assets used in such Person's business, provided that (A) such proceeds are used by a Loan Party to invest or reinvest in, or otherwise replace, repair, restore or purchase properties or assets constituting (i) Revolver Priority Collateral to the extent the property or assets disposed of or subject to casualty or condemnation constituted Revolver Priority Collateral, (ii) Term Priority Collateral to the extent the property or assets disposed of or subject to casualty or condemnation constituted Term Priority Collateral, or (iii) property, plant or equipment if the receipt of Net Cash Proceeds or Extraordinary Receipts did not arise from a disposition of or a casualty or condemnation of any property or assets, (B) no Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or Extraordinary Receipts, (C) the Borrower delivers a certificate to the Agents within five (5) Business Days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to replace, repair, restore or purchase properties or assets used in such Person's business within a period specified in such certificate, with such replacement, repair, restoration or purchase not to exceed two hundred seventy (270) days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (D) such Net Cash Proceeds or Extraordinary Receipts are deposited in a Controlled Deposit Account, and (E) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Agents pursuant to clause (C) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time2.05(c)(v) or Section 2.05(c)(vii) as applicable.

Mandatory Prepayment. (ia) If If, on any day (a "Prepayment Trigger Date"), the Principal Obligations exceed sum of the Revolving Credit Exposures exceeds the Available Commitment for any reason Borrowing Amount (including, in each case without limitation, including as a result consequence of a Capital Call, an Exclusion Event, an Investor becoming Disqualification Event or a Defaulting Investor, a change reduction in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”total Commitments), then the applicable Borrower or Borrowers Credit Parties shall (i) if pay such excess to the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demandpromptly and in any event within two (2) Business Days after the applicable Prepayment Trigger Date to the extent such funds are available in the Subscription Account or any other account maintained by any Credit Party, otherwise within eighteen (18) days after the applicable Prepayment Trigger Date (during which time the Investor REIT shall issue a Capital Demand Notice to fund such required payment); provided that the amount of such excess shall be paid to the Agent concurrently with the creation of such excess if it results from any act at the election of any Credit Party. (b) The Borrower shall prepay all Obligations upon the occurrence of any of the following events: (i) the dissolution or liquidation of any Credit Party, (ii) a Change of Control, (iii) any public offering of securities of the Borrower, (iv) termination of the Capital Commitments, or (v) the Managing GP or other partners of the Borrower vote to terminate the Borrower, any "Termination Determination" (as defined in the Borrower's partnership agreement) shall occur, or the Board of Directors of the Investor REIT votes to terminate the Investor REIT (regardless of whether shareholder approval is obtained) or any Credit Party or the Managing GP shall otherwise eliminate such Overadvance (by such other means that terminate or action shall be taken to that end. (c) Nothing contained in this Section shall limit any rights or remedies of any Secured Party in connection with any Event of Default (whether or not related to any event referred to in this Section). (d) If the amount required to be prepaid under any provision of this Section exceeds the then outstanding principal balance of the Loans, the amount of such excess shall be deposited as cash collateral in accordance with Section 2.04(j) and subject to Administrative the provisions of Section 6.04; provided that nothing contained in this Section shall limit any rights or remedies of any Secured Party in connection with any Event of Default (whether or not related to any event referred to in this Section). (e) Amounts to be applied pursuant to any of the preceding subsections of this Section 2.10 to the prepayment of Loans shall be applied, first, to reduce outstanding ABR Loans. Amounts to be applied pursuant to Section 2.10(b) to the prepayment of Loans shall next be applied, to the extent of any remaining balance, to reduce outstanding Eurodollar Loans. Any amounts remaining to be applied to prepayment pursuant to Section 2.10(a) (but not Section 2.10(b)) shall, at the Borrower's option, be applied to prepay Eurodollar Loans immediately or be deposited in the Prepayment Account. Each prepayment of Loans shall be applied to prepay ratably the Loans of the Lenders. (f) The Agent shall apply any cash deposited in the Prepayment Account to prepay Eurodollar Loans on the last day of the Interest Period in respect thereof (or, at the direction of the Borrower, subject to Section 2.15, on any earlier date) until all outstanding Eurodollar Loans to be prepaid have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, "Prepayment Account" shall mean an account established by the Borrower with the Agent’s consent, in the name of the Agent, and over which the Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this Section 2.10(f). The Agent will, at the request and expense of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments (acceptable to the Agent in its discretion), in the name of the Agent, maturing prior to the last day of the Interest Period in respect of the Eurodollar Loans to be prepaid; provided that (i) the Agent shall not be unreasonably withheld or delayed)required to make any investment that, in each case on its sole and absolute discretion, would require or before cause the Required Payment Time after the occurrence Agent to be in, or would result in any, violation of such Overadvanceany law, statute, rule or regulation and (ii) the Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default shall have occurred and be continuing. The Borrower shall indemnify the Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Loans on the last day of such Overadvance the Interest Period in respect thereof is not less than $500,000the amount that would have been available had no investments been made pursuant hereto. Other than any interest earned on such investments, either pay the full amount Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested as specified above. If the maturity of the Loans shall be accelerated, the Agent may, in its sole and absolute discretion, liquidate such Overadvance investments and apply all amounts on deposit in the Prepayment Account to Administrative satisfy any of the Obligations, in which case Section 2.15 shall apply. The Borrower hereby grants to the Agent, for the benefit of the LendersSecured Parties, a security interest in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject the Prepayment Account and all proceeds thereof to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before secure the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in fullObligations. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (ia) If on In the event that an Unencumbered Asset Pool Property (or any day Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, transferred or released from the Principal Obligations restrictions of Section 5.16 hereof, the Borrower shall, simultaneously with such sale, transfer or release, prepay the Loans in an amount equal to 100% of the net proceeds of such sale or transfer, in the event of a sale or transfer, or, if less, such amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of a 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 2.9(a), provided that the exchanged property has qualified as a New Acquisition and 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 any time, the Outstanding Balance shall exceed the Available Commitment for any reason (including, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”)Facility, then the applicable Borrower or Borrowers shall immediately prepay the Loans in an amount equal to such excess. Notwithstanding the foregoing, (i1) if the amount of such Overadvance Outstanding Balance exceeds the Available Facility (but is greater less than the aggregate Commitments) but is less than or equal to $500,000an amount equal to 52.5% of the Unencumbered Asset Pool Properties Value and no Event of Default shall have occurred and be continuing, then the Borrower shall, within ninety (90) 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 pay (A) cause one (1) or more New Acquisitions and/or Real Property Assets having Unencumbered Asset Pool Property Values sufficient to ensure the full Borrower's compliance with the requirements of this Agreement to be included as Unencumbered Asset Pool Properties in accordance with Section 3.3 hereof or (B) prepay the Loans in an amount of such Overadvance equal to Administrative Agent, for the benefit 100% of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance amount by which the Outstanding Balance exceeds the Available Facility; and (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii2) if the Outstanding Balance exceeds an amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance equal to Administrative Agent, for the benefit 52.5% of the LendersUnencumbered Asset Pool Properties Value and no Event of Default shall have occurred and be continuing, then the Borrower shall, within twenty-five (25) Domestic Business Days after the last day of the preceding calendar quarter or the date of any New Acquisition resulting in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance excess (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayedwhichever is earlier), prepay the Loans in each case on or before an amount equal to 100% of the Required Payment Time after such demand. If amount by which the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within Outstanding Balance exceeds the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in fullAvailable Facility. (iic) IfThe Borrower shall make any prepayment pursuant to this Section 2.9 together with interest accrued to the date of the prepayment on the principal amount so prepaid; provided that any prepayment pursuant to this Section 2.9 shall be applied (unless an Event of Default exists) as specified by the Borrower or, on otherwise, first to any dayBase 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 Principal Obligations outstanding on Borrower shall also pay any applicable expenses pursuant to Section 2.12. Each such day exceed prepayment shall be applied to prepay ratably the amount necessary for Loans of the Borrowers Banks. Amounts prepaid pursuant to this Section 2.9 may not be reborrowed unless the Borrower shall be in compliance with the covenants set forth in Section 9.27, then the Borrowers shall pay without further demand 5.8 hereof both before and after giving effect to any such excess Borrowing. (d) Any event referred to Administrative Agent, for the benefit in Section 2.9 that results in a required prepayment of the Lenders, in immediately available funds by the Required Payment Time.Loans pursuant to this Section 2.9 shall be referred to as a "Mandatory Prepayment Event". ---------------------------

Mandatory Prepayment. (i) If on any day the Principal Obligations exceed the Available Commitment for any reason (including, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.278.20, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (i) If on The Borrower will immediately prepay the Revolving Loans at any day time when the Principal aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceed exceeds the Available Commitment for any reason (includingBorrowing Base, in each case without limitation, as a result to the full extent of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, an “Overadvance”the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base as set forth in the Borrowing Base Certificate most recently delivered to the Agents equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower has complied with the first sentence of this Section 2.05(c)(i), then the applicable Borrower or Borrowers shall (i) if the amount aggregate Letter of such Overadvance is Credit Obligations are greater than or equal the then current Borrowing Base, the Borrower shall Cash Collateralize such excess, with such Cash Collateral to $500,000, either pay be returned to the full amount Borrower (provided no Event of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that Default shall have occurred and be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayedcontinuing), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until at such time as such Overadvance has been satisfied in fullthe aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base as determined by the Administrative Agent. (ii) IfThe 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. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans in accordance with the terms of this Agreement. (iv) Within 10 days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended March 31, 2013 or, if such financial statements are not delivered to the Agents and the Lenders on any daythe date such statements are required to be delivered pursuant to Section 7.01(a)(iii), 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Principal Obligations Borrower shall (A) if the information set forth in the related Compliance Certificate demonstrates that the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the end of such Fiscal Year is greater than 1.00:1.00, prepay the outstanding on principal amount of the Loans in accordance with clause (d) below in an amount equal to the result of (to the extent positive) (1) 75% of the Excess Cash Flow of the Borrower and its Subsidiaries for such day exceed Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrower pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount necessary of such payments), or (B) if the information set forth in the related Compliance Certificate demonstrates that the Senior Leverage Ratio of the Borrower and its Subsidiaries as of the end of such Fiscal Year is equal to or less than 1:00:1.00, prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to the result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Borrower and its Subsidiaries for such Fiscal Year minus (2) the Borrowers aggregate principal amount of all payments made by the Borrower pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrower pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). (v) Within 2 Business Days following payment for any Disposition by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with clause (d) below 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 (excluding Net Cash Proceeds from Dispositions of Accounts Receivable) $500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (vi) Within 2 Business Days following the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than up to $30,000,000 of Net Cash Proceeds from any Equity Issuance of Qualified Equity Interests or Qualified Junior Capital Equity Interests), the Borrower shall prepay the outstanding amount of the Loans in accordance with clause (d) below in an amount equal to (A) in the case of issuance or incurrence of any such Indebtedness, 100% of the Net Cash Proceeds received by such Person in connection therewith and (B) in the case of an Equity Issuance, (1) so long as no Event of Default has occurred and is continuing, 25% of the Net Cash Proceeds received by such Person in connection therewith and (2) after the occurrence and continuance of an Event of Default, 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(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) Within 2 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts in compliance an amount exceeding $100,000, the Borrower shall prepay the outstanding principal of the Loans in accordance with clause (d) below an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (viii) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds (other than insurance proceeds received in connection with loss or damage of Inventory) or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(v) or Section 2.05(c)(vii), as the case may be, up to $500,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds and Extraordinary Receipts are used to replace, repair, restore or purchase properties or assets used in such Person's business, provided that (A) such proceeds are used by a Loan Party to invest or reinvest in, or otherwise replace, repair, restore or purchase properties or assets constituting (i) Revolver Priority Collateral to the extent the property or assets disposed of or subject to casualty or condemnation constituted Revolver Priority Collateral, (ii) Term Priority Collateral to the extent the property or assets disposed of or subject to casualty or condemnation constituted Term Priority Collateral, or (iii) property, plant or equipment if the receipt of Net Cash Proceeds or Extraordinary Receipts did not arise from a disposition of or a casualty or condemnation of any property or assets, (B) no Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or Extraordinary Receipts, (C) the Borrower delivers a certificate to the Agents within five (5) Business Days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to replace, repair, restore or purchase properties or assets used in such Person's business within a period specified in such certificate, with such replacement, repair, restoration or purchase not to exceed two hundred seventy (270) days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (D) such Net Cash Proceeds or Extraordinary Receipts are deposited in a Controlled Deposit Account, and (E) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Agents pursuant to clause (C) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time2.05(c)(v) or Section 2.05(c)(vii) as applicable.

Mandatory Prepayment. (i) If on The Borrowers will immediately prepay the Revolving Loans at any day time when the Principal aggregate principal amount of all Revolving Loans plus the outstanding amounts of all Letter of Credit Obligations exceed exceeds the Available Commitment for any reason (includingBorrowing Base, in each case without limitation, as a result to the full extent of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, an “Overadvance”the Borrowers 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 exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrowers have complied with the first sentence of this Section 2.05(c), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, the applicable Borrower or Borrowers shall (i) if provide cash collateral to the Administrative Agent in the amount of such Overadvance is greater than or equal to $500,000excess, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that which cash collateral shall be subject to Administrative Agent’s consentdeposited in the Letter of Credit Collateral Account and, which provided that no Event of Default shall not have occurred and be unreasonably withheld or delayed)continuing, in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same returned to the Principal Obligations until Borrowers at such time as such Overadvance has been satisfied in fullthe aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) IfThe Borrowers will immediately prepay the outstanding principal amount of the Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Payment Office, on to the payment, in whole or in part, of the outstanding Revolving Loans. (iv) Immediately upon any dayDisposition by any Loan Party, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand prepay the outstanding principal of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Loan Party in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $5,000,000 for all such Dispositions since the Effective Date. (v) Upon the loss, destruction or taking by condemnation of any Priority Collateral, and subject to any payments or reinvestment required by the holders of any Permitted Lien on such Priority Collateral, which Permitted Lien is senior to the Lien of the Collateral Agent on such Priority Collateral, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of the net proceeds received by any Loan Party in connection therewith, net of any reasonable expenses incurred in collecting such net proceeds; PROVIDED, THAT, that (x) except during the continuance of a Default or an Event of Default, any such net proceeds not in excess of (1) in the case of properties or assets of VP Buildings, $1,000,000 or (2) in the case of properties or assets of any other Loan Party, $10,000,000, for any one occurrence shall not be required to be applied to the prepayment of the Loans to the extent such net proceeds are used, at the election of the Parent, to replace or restore the properties or assets in respect of which such proceeds were paid if the Parent delivers a certificate to the Collateral Agent on or prior to such date stating that such proceeds shall be used to replace or restore any such properties or assets within a period specified in such certificate not to exceed 90 days after the date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended), (y) such proceeds shall remain in a cash collateral or securities accounts under the dominion and control of the Collateral Agent until applied in accordance with the preceding clause (x), and (z) if all or any portion of such proceeds not so applied to the prepayment of the Loans are not so used within the period specified in the relevant certificate furnished pursuant to clause (x) above, such remaining portion shall be applied to the prepayment of the Loans on the last day of such specified period. (vi) Simultaneously with the receipt by any Loan Party 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 Bankruptcy Code or otherwise (other than Avoidance Actions), the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of the net proceeds received. (vii) If Cash and Cash Equivalents on hand of the Loan Parties exceeds $40,000,000 (excluding the Excluded Assets and the amounts deposited into the Collection Accounts) for any period of two (2) consecutive Business Days, the Borrowers shall, on the second Business Day thereof, prepay the outstanding Revolving Loans in an amount equal to 100% of such excess to Administrative Agent, for the benefit amount. (viii) Without limiting any other provision of this Agreement or any other Loan Document permitting or requiring prepayment of the LendersLoans in whole or part, the Borrowers shall prepay the Loans in immediately available funds by full on the Required Payment Timedate of the sale or other Disposition of the Capital Stock of, or all or substantially all of the assets of, VP Buildings. (ix) Nothing contained in this Section 2.05(c) shall permit any Loan Party to make a Disposition of any property other than in accordance with Section 7.02(d)(ii).

Mandatory Prepayment. (i) If on any day the Principal Obligations exceed the Available Commitment for any reason (including, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.279.278.21, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (i) The Borrowers will immediately prepay the Revolving A Loans at any time when the aggregate principal amount of all Revolving A Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving A Loans or Letter of Credit Obligations are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agent and the Lenders that the Borrowing Base calculated as of such day 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 after the Borrowers have complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, the Borrowers shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and if no Event of Default shall have occurred and be continuing, all or a portion of such cash collateral shall be returned to the Borrowers at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving A Loans no longer exceeds the then current Borrowing Base. (ii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving A Loans; provided that (A) such funds shall be applied to the outstanding principal amount of the B-Loans (x) in the absence of a continuing Event of Default, to the extent such application is specifically provided for in Section 2.05(d), and (y) during the existence of an Event of Default, in accordance with Section 4.04(b), and (B) if no Revolving A Loans remain outstanding after the application of such funds to repay any outstanding Revolving A Loans, such funds are not required to be applied to the B-Loans pursuant to clause (A) of this proviso and no Event of Default exists, the Borrowers shall be permitted to use the funds received in the Administrative Agent's Account or any other account subject to the control of the Administrative Agent for general corporate and working capital purposes of the Borrowers subject to (x) Section 6.01(t) and (y) the requirement that cash and cash equivalents of the Domestic Loan Parties and their Domestic Subsidiaries in the aggregate amount in excess of $4,000,000 shall be in bank accounts subject to a Cash Management Agreement or applied to reduction of the Revolving A Loans. (iii) Upon any Disposition by any Loan Party or its Domestic Subsidiaries, the Borrowers shall promptly (and, in no event, later than one (1) Business Day after any such Disposition) prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this subsection (iii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c). Any payments required to be made under this subsection (c)(iii) shall be applied as set forth in Section 2.05(d). Upon the issuance or incurrence by any Loan Party or any of its Domestic Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Domestic Subsidiaries of any shares of its Capital Stock, in each case, other than issuances and incurrences contemplated by the Mizuho/Glencore Transactions, the Borrowers shall promptly (and, in no event, later than one (1) Business Day after any such issuance or incurrence) prepay the outstanding amount of the Loans in an amount equal to, (x) in the case of a "Rights Offering" (as such term is defined in the Mizuho/Glencore Transaction Documents), the lesser of (1) 65% of the Net Cash Proceeds received by such Person in connection therewith and (2) the Net Cash Proceeds received by such Person in connection therewith minus the lesser of (A) $30,000,000 and (B) the amount of such Net Cash Proceeds used to redeem preferred stock in accordance with the Mizuho/Glencore Transaction Documents and (y) in all other cases, 65% (or, in the case of an offering of Securities, an amount equal to the aggregate principal amount of B Loans) of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (iv) 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. Any payments required to be made under this subsection (c)(iv) shall be applied as set forth in Section 2.05(d). (iv) Upon the receipt by any Loan Party or any of its Domestic Subsidiaries of any Extraordinary Receipts, the Borrowers shall promptly (and in no event, later than one (1) Business Day after the receipt thereof) prepay the outstanding principal of the Loans in an amount equal to 65% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, provided, however, an aggregate amount equal to $2,000,000 of Extraordinary Receipts from royalty payments from the settlement of license infringement claims of in connection with Parent's "XTL" patent relating to computer-based controls for plastic molding machines and warranties or other related claims against suppliers in connection with products and services provided to the Loan Parties shall not be required to be applied to repay the Loans. Any payments required to be made under this subsection (c)(v) shall be applied as set forth in Section 2.05(d). (v) If on any day an Indenture Deficit exists, the Principal Obligations exceed Borrowers shall pay to the Available Commitment for any reason (including, in each case without limitation, Administrative Agent an amount equal to such Indenture Deficit to be applied to the outstanding principal amount of the Revolving A Loans and/or B-Loans which payment shall be made immediately as a result of a Capital Call, an Exclusion Event, Indenture Deficit pursuant to an Investor becoming a Defaulting Investor, a change event described under Section 2.01(c). Any payments required to be made under this subsection (c)(vi) shall be applied as set forth in Section 2.05(d). (vi) Immediately prior to the Fair Market Value making of any Eligible Asset or payment in cash by any failure Loan Party to the Euro Note Holders in respect of an Asset to constitute an Eligible Asset) (any such excessobligations under the Euro Notes, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if prepay the outstanding principal amount of the Loans in an amount equal to five times the amount of such Overadvance payment to be made to the Milacron Note Holders; provided, that no such prepayment shall be required if (A) such payments are not prohibited by the terms of the proviso in the definition of Euro Note Restructuring Transaction or (B) in the case of the interest payment due on April 6, 2004 to the Euro Note Holders, such interest payment is greater than or made by Milacron Capital solely from cash received by it from the Foreign Subsidiaries. Any payments required to be made under this subsection (c)(vii) shall be applied as set forth in Section 2.05(d). (vii) Immediately upon the receipt of a Foreign Insurance Repayment, the Borrowers shall pay to the Administrative Agent an amount equal to $500,000, either pay such Foreign Insurance Repayment to be applied to the full outstanding principal amount of such Overadvance the Loans. Any payments required to Administrative Agent, for be made under this subsection (c)(viii) shall be applied as set forth in Section 2.05(d). (viii) Immediately prior to the benefit making of any payment in cash by any Loan Party in respect of its guaranties of the LendersIndebtedness of any Foreign Subsidiary, the Borrowers shall prepay the outstanding principal amount of the Loans in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject an amount equal to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than payment. Any payments required to be made under this subsection (c)(ix) shall be applied as set forth in Section 2.05(d). (ix) Notwithstanding the foregoing, in connection with a Disposition under Section 2.05(c)(iii) or receipt of insurance proceeds or condemnation awards pursuant to Section 2.05(c)(v), up to $500,000, either pay 1,000,000 in the full amount of such Overadvance to Administrative Agent, for the benefit aggregate of the LendersNet Cash Proceeds from such Disposition and up to $5,000,000 in the aggregate of the Net Cash Proceeds from Extraordinary Receipts from such insurance proceeds or condemnation awards, as the case may be, received by any Loan Party or any of its Domestic Subsidiaries in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which connection therewith shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid underapplied to the prepayment of the Loans to the extent an amount equal to such proceeds are used, in the case of proceeds related to any Disposition, to fund Capital Expenditures of the Loan Parties or any of its Domestic Subsidiaries, or, in the case of proceeds related to any Extraordinary Receipts, to replace, repair or restore the properties or assets used in such Loan Party's or any of its Domestic Subsidiaries' business in respect of which such Net Cash Proceeds or Extraordinary Receipts, as the case may be, were paid, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or such Extraordinary Receipts, (B) the Administrative Borrower delivers a certificate to the Agent within 3 Business Days after such Disposition or 3 Business Days after the date of such loss, destruction or taking, as the case may be, stating that such proceeds shall be used, in the case of such proceeds related to any Disposition, to fund Capital Expenditures of the Loan Parties or any of its Domestic Subsidiaries, or, in the case of such proceeds related to any Extraordinary Receipts, to replace, repair or restore any such properties or assets to be used in such Loan Party's business within a period specified in such certificate not to exceed 60 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (C) such proceeds are deposited in an account subject to the sole dominion of the Administrative Agent. If all or any portion of such proceeds not so applied to the prepayment of the Loans are not used in accordance with the preceding sentence within the time period set forth inspecified in the relevant certificate furnished pursuant hereto or there shall occur a Default or Event of Default, this such remaining portion shall be applied to the Loans as required by Section 3.4(b2.05(c)(iii) or Section 2.05(c)(v), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) Ifapplicable, on any day, the Principal Obligations outstanding on last day of such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lendersspecified period or immediately, in immediately available funds by the Required Payment Timecase of a Default or Event of Default.

Mandatory Prepayment. (ia) If In the event that, on any day date, the Principal Obligations exceed aggregate outstanding principal amount of the Available Loans exceeds the Total Revolving Credit Commitment for then in effect (including because of any reason (includingreduction of the Commitments pursuant to Section 2.08, in each case without limitation, but excluding any such excess as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value extension of any Eligible Asset the Maturity Date pursuant to Section 2.16 and without duplication of amounts required to be prepaid pursuant to clause (b) or any failure of an Asset to constitute an Eligible Asset(c) (any such excess, an “Overadvance”below), then the applicable Borrower or Borrowers shall prepay such principal amount of the outstanding Loans (itogether with interest accrued thereon) as may be necessary so that, 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 of repayment delivered by the Administrative Agent (acting at the direction of the Required Banks) to the Borrower; provided that if the amount Borrower shall have provided written notice to the Administrative Agent of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such OveradvanceChange in Control (or a potential occurrence of such Change in Control), specifying the details thereof and the date or the expected date of the occurrence thereof, then such notice of repayment must be delivered to the Borrower no later than 45 days after the delivery of such notice from the Borrower to the Administrative Agent (it being understood that in the event the Borrower shall have provided to 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 occurrence of such Change in Control, without referring to a specific calendar date). (c) In the 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) if the amount Borrower shall, no later than the date that is three (3) Business Days after the date of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit termination of the LendersSpecified Acquisition Agreement, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance repay all Loans then outstanding (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayedtogether with accrued interest thereon), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (iid) If, on Promptly following receipt of any daynotice pursuant to paragraph (c) of this Section 2.11, the Principal Obligations outstanding on such day exceed Administrative Agent shall advise the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit Banks of the Lenders, in immediately available funds by contents thereof. Each mandatory prepayment pursuant to this Section 2.11 shall be applied to prepay ratably the Required Payment TimeLoans of the Banks.

Mandatory Prepayment. (a) So long as the Note remains outstanding, in the event that the Borrower receives any payment from (i) If on any day Transfer of Ordinary Shares or securities of SouFun beneficially owned by the Principal Obligations exceed Borrower or (ii) any dividend distribution by SouFun, the Available Commitment for Note Purchaser or the Share Purchaser and the Borrower hereby agree that all proceeds from such payment shall be used to first prepay any reason outstanding principal amount under the Note. (includingb) So long as the Note remains outstanding, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset event that the Borrower or any failure of an Asset its Affiliates makes any prepayment under the New Investor Financing, the Lender shall have the right to constitute an Eligible Asset) (any such excess, an “Overadvance”request the Borrower to prepay a pro rata portion of the outstanding principal amount under the Note. For purposes of this Section 5.3(b), then the applicable Borrower or Borrowers pro rata portion shall mean a fraction, of which (i) if 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 Overall Private Placements, in the event that such Overadvance New Investor's Financing Ratio, if applicable, is greater lower than or the Financing Ratio of the Lender, the Borrower shall prepay an amount of the Note so that the Financing Ratio of the Lender shall be reduced to be equal to $500,000such New Investor's Financing Ratio. For purposes of this Section 5.3(c), either pay “Financing Ratio,” with respect to a Person, shall mean a fraction, of which (i) the full numerator is the outstanding amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (loan extended by such other means that shall be subject Person or any of its Affiliates to Administrative Agent’s consentthe Shareholder, which shall not be unreasonably withheld the Borrower or delayed), any of their respective Affiliates in each case on or before connection with the Required Payment Time after the occurrence of such OveradvanceOverall Private Placements, and (ii) if 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 the Shareholder, the Borrower or any of their respective Affiliates in connection with the Overall Private Placements, such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that New Investor’s Financing Ratio shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in fullzero. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (i) If on any day The Borrowers shall make a mandatory prepayment to the extent that the Principal Obligations exceed the Available Commitment for any reason (including, in each case without limitation, as a result of a Capital Call, an Exclusion Event). Each such prepayment shall be made in such amount as will put the Borrowers in compliance with this Section 2.1(e) and shall be made promptly on demand or when any Credit Party becomes aware of, an Investor becoming a Defaulting Investoror reasonably should have become aware of, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, but in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds event by the Required Payment Time. Unless otherwise required by law, upon: (x) a change in circumstances such that the circumstances described in clause (i) or (ii) above no longer exist; or (y) the full and final payment of the Obligations (other than contingent Obligations that have not been asserted), the Administrative Agent shall return to the Borrowers any amounts remaining in the applicable account. Notwithstanding anything in this Section 2.1(e) to the contrary, in the event a mandatory prepayment has been triggered pursuant to clause (x) or (y) of this Section 2.1(e), no Borrower will withdraw funds from the Collateral Accounts (with respect to amounts that constitute part of the Collateral), unless, 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 Collateral) to satisfy the Borrowers’ payment obligation with respect to the related mandatory prepayment. If any excess calculated pursuant to Section 2.1(e) is attributable to undrawn Letters of Credit, the Borrowers shall promptly Cash Collateralize such excess with the Administrative Agent pursuant to the terms of Section 2.14(h), as security for such portion of the Obligations. Unless otherwise required by Applicable Law, upon: (A) a change in circumstances such that the Dollar Equivalent of Principal Obligations no longer exceed the Available Commitment; or (B) the full and final payment of the Obligations and the expiration or termination of all Letters of Credit, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall return to the Borrowers any amounts remaining in said Cash Collateral Account.

Mandatory Prepayment. (i) If on any day the Principal Obligations exceed the Available Commitment for any reason (including, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset Investment or any failure of an Asset Investment to constitute an Eligible AssetInvestment) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to the Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to the Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Collateral Account and/or and/or, to the Asset extent applicable, the Investment Collection Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (ia) If on at any day time during the Principal Obligations exceed Term, the Available Commitment for any reason (including, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any Outstanding Balance at such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if time exceeds the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance Total Available Commitments (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if with the amount of any such Overadvance is less than $500,000, either pay excess being referred to herein as the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed"Borrowing Base Deficit"), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall (provided no Event of Default then exists, in which event this section shall be subject to the terms and provisions of Section 6.2) either (i) immediately deliver to the Administrative Agent an Approval Request proposing one or more additional assets for inclusion in the Borrowing Base Assets Pool (subject to the approval of the Administrative Agent and Required Lenders pursuant to Section 5.19), which, if accepted as Borrowing Base Assets, would eliminate the Borrowing Base Deficit, or (ii) within two (2) Domestic Business Days following the occurrence of such event, pay without further demand such excess to the Administrative AgentAgent in cash, for the benefit account of the Lenders, in immediately available funds an amount equal to the Borrowing Base Deficit, or (iii) undertake a combination of the alternatives permitted by the Required Payment Timeforegoing clauses (i) and (ii), such that such combination would eliminate the Borrowing Base Deficit. In the event that any asset proposed as a Borrowing Base Asset in any Approval Request submitted by the Borrowers pursuant to the foregoing sentence is not approved in accordance with Section 5.19, the Borrowers shall immediately pay, within two (2) Domestic Business Days following the date on which such Approval Request is denied (or deemed denied), in cash, the amount such that, upon such payment, no Borrowing Base Deficit will exist. (b) The Borrowers shall not sell, or voluntarily permit the full or partial redemption, prepayment or refinancing of a Borrowing Base Asset unless, after giving effect to such transaction, either (i) Borrowers shall remain in compliance with the provisions hereof, including without limitation, the Outstanding Balance will not exceed the Total Available Commitments, or (ii) Borrowers shall, on or before such sale, prepay the Loans in an amount at least equal to the amount required such that the Outstanding Balance will not exceed the Total Available Commitments.

Mandatory Prepayment. (i) If The Agent shall on any day each Business Day apply all funds transferred to or deposited in the Principal Obligations exceed Agent's Account, to the Available Commitment for any reason (includingpayment, in each case without limitationwhole or in part, of the outstanding principal amount of the Loans. (ii) Immediately upon any Disposition by any Loan Party or its Subsidiaries pursuant to Section 7.02(c), 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. Nothing contained in this subsection (ii) shall permit any Loan Party to make a Disposition of any property other than in accordance with Section 7.02(c). (iii) Upon the receipt by any Loan Party 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. (iv) Upon the loss, destruction or taking by condemnation of any Collateral the Borrower 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 (A) any Indebtedness secured by a Permitted Priority Lien on such Collateral, and (B) any reasonable expenses incurred in collecting such net proceeds. (v) At any time when the aggregate principal amount of all Loans exceeds the maximum principal amount of Loans projected to be outstanding at such time as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change set forth in the Fair Market Value Budget, the Borrower will immediately prepay the Loans to the full extent of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess. On each day that any Loans are outstanding and not prepaid, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if hereby be deemed to represent and warrant to the Agent and the Lenders that the aggregate principal amount of all Loans outstanding on such Overadvance is greater than or equal to $500,000, either pay day does not exceed the full maximum principal amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required Loans projected to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until outstanding at such time as set forth in the Budget. (vi) At any time that the Chief Restructuring Officer or the Financial Consultant shall cease to be retained by the Loan Parties in accordance with Section 7.01(k) or shall no longer be involved in the day to day operations and management of the business of the Loan Parties, and a successor reasonably acceptable to the Agent and the Required Lenders is not appointed within 3 Business Days of either such Overadvance has been satisfied event (provided that, during such 3 Business Day period arrangements reasonably acceptable to the Agent and the Required Lenders are made for the day to day management of the business of the Loan Parties) on terms acceptable to the Agent and the Required Lenders, the Borrower will immediately prepay the Loans in full. (iivii) If, on Without limiting any dayother provision of this Agreement or any other Loan Document permitting or requiring prepayment of any Loan in whole or in part, the Principal Obligations outstanding Borrower shall prepay the Loans in whole without premium or penalty on the thirtieth (30th) day following the Interim Facility Effective Date in the event the Final Bankruptcy Court Order shall not have been entered on or before such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Timedate.

Mandatory Prepayment. (iA) If on The Borrower will, at any day time, immediately prepay the Principal Revolving Loans when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceed exceeds the Available Commitment for any reason (includingAvailability, in each case without limitation, as a result to the full extent of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, an “Overadvance”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 exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. (B) If at any time after the Borrower has complied with the first sentence of paragraph (A) of this Section 2.05(c)(i), then the applicable Borrower or Borrowers shall (i) if the amount aggregate Letter of such Overadvance Credit Obligations is greater than or the then current Availability, the Borrower shall provide cash collateral to the Administrative Agent in an amount equal to $500,000, either pay the full amount 105% of such Overadvance to Administrative Agentexcess, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that which cash collateral shall be subject to Administrative Agent’s consentdeposited in the Letter of Credit Collateral Account and, which provided that no Event of Default shall not have occurred and be unreasonably withheld or delayed)continuing, in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same returned to the Principal Obligations until Borrower, at such time as such Overadvance has been satisfied in fullthe aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Availability. (ii) If[Intentionally Omitted.] (iii) The Borrower will immediately prepay the outstanding principal amount of the Term Loan A, the Term Loan A-1 and the Term Loan B in the event that the Total Revolving Credit Commitment is terminated for any reason, provided that, if there are insufficient funds to make all payments required to be made under this Section 2.05(c)(iii) in full, any payments required to be made under this Section 2.05(c)(iii) shall be applied in accordance with Section 5.04(b). (iv) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent’s Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans; provided, that, such funds shall be applied to the outstanding principal amount of the Term Loan A and/or the Term Loan A-1 and/or the Term Loan B (A) in the absence of a continuing Event of Default, to the extent such application is specifically provided for in Section 2.05(d), and (B) during the existence of an Event of Default, in accordance with Section 5.04(b). (v) Subject to the provisions of clause (viii) below, no later than the third Business Day after any such Net Cash Proceeds are received, upon any Disposition by any Loan Party or its Subsidiaries, the Borrower shall prepay the Loans in an amount equal to 100% (or 50% in the case of a Disposition of the Mica Business) of the Net Cash Proceeds received by such Person in connection with such Disposition, to the extent such Net Cash Proceeds together with the aggregate amount of all Net Cash Proceeds received in such Fiscal Year in connection with all other Dispositions and the aggregate amount of all Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, consisting of insurance proceeds and condemnation awards received in such Fiscal Year exceed $500,000 in the aggregate. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 8.02(c). Any payments required to be made under this subsection (v) shall be applied (A) in the absence of a continuing Event of Default, as provided for in Section 2.05(d) and (B) during the existence of an Event of Default, in accordance with Section 5.04(b). (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person 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. Any payments required to be made under this subsection (vi) shall be applied (A) in the absence of a continuing Event of Default, as provided for in Section 2.05(d) and (B) during the existence of an Event of Default, in accordance with Section 5.04(b). (vii) Subject to the provisions of clause (viii) below, no later than the third Business Day after 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, to the extent such Extraordinary Receipts together with the aggregate amount of all other Extraordinary Receipts (net of any reasonable expenses incurred in collecting such Extraordinary Receipts) received in such Fiscal Year and the aggregate amount of all Net Cash Proceeds received in such Fiscal Year in connection with Dispositions exceeds $500,000 in the aggregate in such Fiscal Year. Any payments required to be made under this subsection (vii) shall be applied (A) in the absence of a continuing Event of Default, as provided for in Section 2.05(d) and (B) during the existence of an Event of Default, in accordance with Section 5.04(b). (viii) Notwithstanding the foregoing, with respect to Net Cash Proceeds that the Borrower is required to prepay in connection with a Disposition under Section 2.05(c)(v) or with respect to Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, that the Borrower is required to prepay in connection with the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards pursuant to Section 2.05(c)(vii), up to $10,000,000 in the aggregate of the Net Cash Proceeds from such Disposition and such Extraordinary Receipts, as the case may be, received by any Loan Party or any of its Subsidiaries in connection therewith shall not be required to be applied to the prepayment of the Loans on such date to the extent such proceeds are reinvested in or otherwise used to replace, repair or restore the properties or assets used in such Loan Party’s business, provided that, (w) such proceeds shall be used by a Loan Party to reinvest in, or otherwise replace, repair or restore, properties or assets constituting the same type of Collateral, either Revolver Priority Collateral or Term Priority Collateral, as the property or assets disposed of or subject to casualty or condemnation, (x) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or such Extraordinary Receipts, (y) the Borrower delivers a certificate to the Agents within 5 days after such Disposition or 10 days after the date of such loss, destruction or taking, as the case may be, stating that such proceeds shall be used to reinvest in, or otherwise replace, repair or restore any such properties or assets to be used in such Loan Party’s or any of its Subsidiaries’ business within a period specified in such certificate not to exceed 120 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (z) such proceeds are deposited in an account subject to the sole dominion and control of the Administrative Agent; and if all or any portion of such proceeds not so applied to the prepayment of the Loans are not used in accordance with the preceding sentence within the period specified in the relevant certificate furnished pursuant hereto or there shall occur a Default or Event of Default, such remaining portion shall be applied to the Loans as required by Section 2.05(c)(v) or Section 2.05(c)(vii), as applicable, on any day, the Principal Obligations outstanding on last day of such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lendersspecified period or immediately, in immediately available funds by the Required Payment Timecase of a Default or Event of Default.

Mandatory Prepayment. (i) If on The Borrower will immediately prepay the Revolving Loans, without penalty or premium, at any day time when the Principal Obligations exceed aggregate principal amount of all Revolving Loans exceeds the Available Commitment for any reason lesser of (includingA) the Total Revolving Credit Commitment, in each case without limitationand (B) the Borrowing Base, as a result to the full extent of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess. On each day a Revolving Loan is requested hereunder, the Borrower shall hereby be deemed to represent and warrant to Administrative Agent and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans outstanding on such day (after giving effect to such proposed Revolving Loan). (ii) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a)(ii) and the related compliance certificate has been delivered pursuant to Section 6.01(a)(iv), at Administrative Agent’s request the Borrower shall prepay, without penalty or premium, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the aggregate principal amount of Loans not to exceed 25% of Excess Cash Flow for the Fiscal Year covered by such Overadvance is financial statements. (iii) (A) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries other than a Permitted Disposition, 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 and (B) immediately upon receipt of proceeds of any Disposition permitted pursuant to clause (iii) of the definition of Permitted Disposition in an aggregate amount greater than $250,000 but less than or equal to $500,000, either pay the full Borrower shall prepay the outstanding principal amount of such Overadvance the Loans in an amount equal to Administrative Agent, for the benefit 50% of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (Net Cash Proceeds received by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed)Person in connection with such Disposition, in each case on together with any Applicable Prepayment Premium in respect thereof. Nothing contained in this clause (iii) shall permit any Loan Party or before any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (iv) Upon the Required Payment Time after issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than any Permitted Indebtedness), or the occurrence sale or issuance by any Loan Party or any of such Overadvanceits Subsidiaries of any shares of its Capital Stock (other than sales or issuances of Capital Stock permitted pursuant to Section 6.02(c)), and (ii) if the Borrower shall prepay the Loans in an amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance equal to Administrative Agent, for the benefit 100% of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (Net Cash Proceeds received by such other means that shall be subject to Administrative Agent’s consentPerson in connection therewith, which together with any Applicable Prepayment Premium in respect thereof. The provisions of this subsection (iv) shall not be unreasonably withheld deemed to be implied consent to any such issuance, incurrence or delayedsale otherwise prohibited by the terms and conditions of this Agreement. (v) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay, without penalty or premium, the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses (including reasonable attorneys fees and costs and other litigation expenses) incurred in collecting such Extraordinary Receipts. Notwithstanding the foregoing, with respect to any prepayment of the Loans pursuant to Sections 2.06(c)(ii), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b(iii), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account(iv) and (v), any Capital Contributions or other monies or sums deposited therein and apply Lender, at its option, may elect not to accept such prepayment. Any Lender declining such prepayment (a “Declining Lender”) shall give written notice of the same to the Principal Obligations until such time as such Overadvance has been satisfied Administrative Agent no later than the Business Day immediately preceding the prepayment date. On the prepayment date, an amount equal to each Declining Lender’s portion of the prepayment amount shall be used to prepay, in full. (ii) If, on any dayaccordance to Section 2.06(d), the Principal Obligations outstanding on Loans owing to the Lenders that have not declined such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Timeprepayment.

Mandatory Prepayment. (i) If on any day the Principal Obligations exceed the Available Commitment for any reason (including, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.278.21, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (ia) If on the Borrower receives any day the Principal Obligations exceed the Available Commitment for any reason (including, in each case without limitation, net proceeds as a result of any disposal (excluding any regular maintenance, improvement, repair, remodelling or replacement of the Project for normal operation purpose) of all or part of the Project Land, the workshops in a Capital Callsize of 70,727.9 square meters, an Exclusion Eventthe buildings for production, an Investor becoming a Defaulting Investorpower center, a change polluted water discharge station, storage for potatoes and administrative buildings (in construction or after completion) as included in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) NDRC Filing (any such excess, an “OveradvanceNon-disposal Assets”), then it shall promptly notify the applicable Borrower Facility Agent upon becoming aware of such condition and promptly prepay to the Facility Agent (for and on behalf of each Lender) the whole or Borrowers shall part of the principal amount outstanding of the Loans at the time and in the amount, if any, as the Facility Agent (acting on the instructions of the Majority Lenders) may require not exceeding the aggregate amount of net proceeds so received by the Borrower. (b) If (i) if the Borrower becomes aware of a cost overrun (the total amount of the construction costs and relevant expenses) over 120% of the Total Project Investment and is not able to update any applicable government approvals or filings as required by local Ulanqab authority, or (ii) the Borrower is not able to complete the Project before or on the date that is 60-days after the completion date indicated on the construction permit or any later date approved in an extension from Ulanqab local authority; it shall promptly notify the Facility Agent (on behalf of the Majority Lenders) upon becoming aware of such Overadvance condition. Subsequently, within one (1) month counting from the date of cost overrun or date overdue, the Borrower shall promptly prepay to the Facility Agent (for and on behalf of each Lender) the whole or part of the principal amount outstanding of the Loans at the time and in the amount, if any, as the Facility Agent (acting on the instructions of the Majority Lenders) may require. (c) If the Borrower receives a government issued announcement determining on a expropriation, compulsory expropriation, or confiscation of all or part of the business or assets of the Project including the Non-disposal Assets (“Government Intervention”) with the details of (a) the name and title of the initiating government, (b) the document number and date and purpose of such announcement, (c) the scope of assets or business, and (d) the compensation standard for such Government Intervention (the “Government Announcement”); it shall promptly notify the Facility Agent upon receiving such Government Announcement. The Facility Agent shall grant a grace period for a term of 2 months for the Borrower before the Borrower shall promptly prepay the whole or part of the principal amount outstanding of the Loans at the time and in the amount, if any, at the discretion of the Facility Agent (acting on the instructions of the Majority Lenders). (d) In the event that the Project is greater than materially damaged or equal lost and, in connection therewith, the Borrower receives any insurance indemnities or any other cash payment related to $500,000insurance in excess of RMB 10,000,000 (an "Amount", either pay collectively, "Amounts") under any insurance policies relating to the full Project, such Amounts shall be used for the reconstruction or repair of the Project. Nevertheless, if such Amount is not utilized for reconstruction or repair or such reconstruction or repair will cause a delay having a Material Adverse Effect on the Project, the Borrower shall promptly, upon the request of the Facility Agent (acting on the instructions of the Majority Lenders), prepay to the Facility Agent (for and on behalf of each Lender) an amount, if any, requested by the Facility Agent not exceeding the aggregate Amounts so received by the Borrower. (e) If the Borrower receives any net proceeds from the disposal of assets not otherwise permitted by clause 20.8, it shall promptly notify the Facility Agent upon becoming aware of such condition and, upon the request of the Facility Agent (acting on the instructions of the Majority Lenders), will promptly prepay to the Facility Agent (for and on behalf of each Lender) an amount requested by the Facility Agent not to exceed the aggregate amount of net proceeds so received by the Borrower; provided, however, that such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which proceeds shall not be unreasonably withheld required to be so applied to the extent (1) the Borrower notifies the Facility Agent that it intends to reinvest such proceeds for the purpose of acquiring assets used, or delayed)useful to, in each case on or before the Required Payment Time after the occurrence of such Overadvanceits business, and (ii2) if the amount such reinvestment is consummated within 180 days of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit receipt of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in fullnet proceeds. (iif) IfIf any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a member of the Group having an aggregate value of not less than RMB 50,000,000, which have Material Adverse Effect on any daythe ordinary business and is not discharged within ten (10) days, the Principal Obligations outstanding on such day exceed Borrower shall promptly, upon the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit request of the Facility Agent (acting on the instructions of the Majority Lenders), in immediately available funds by prepay to the Required Payment TimeFacility Agent (for and on behalf of each Lender) an amount which equals to the value of such assets.

Mandatory Prepayment. (i) If on The Borrower will immediately prepay the Revolving Loans at any day time when the Principal Obligations exceed aggregate principal amount of all Revolving Loans exceeds the Available Commitment for any reason lesser of (includingA) the Total Revolving Credit Commitment, in each case without limitationand (B) the Borrowing Base, as a result to the full extent of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess. On each day a Revolving Loan is requested hereunder, an “Overadvance”), then the applicable 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 Borrowers shall (i) if exceeds the aggregate principal amount of all Revolving Loans outstanding on such Overadvance is greater than or equal day (after giving effect to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayedproposed Revolving Loan), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) If, on [Intentionally Omitted] (iii) [Intentionally Omitted] (iv) [Intentionally Omitted] (v) Immediately upon receipt of any dayproceeds 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 (ii) or (iii) of the definition of Permitted Dispositions), the Principal Obligations Borrower shall prepay the outstanding on principal amount of the Revolving Loans in an amount equal to 100% of the Net Cash Proceeds received by such day 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 Revolving Loan) shall exceed for all such Dispositions $500,000 in the amount necessary for aggregate in any twelve month period. 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 Borrowers issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than any 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 (A) issuances of Capital Stock (other than Prohibited Preferred Stock) by any Subsidiary of the Borrower to be the Borrower, (B) sales or issuances of Capital Stock of the Borrower in compliance connection with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, stock option or equity incentive plans for the benefit of directors, employees, or consultants of the LendersBorrower and its Subsidiaries, (C) issuances of Capital Stock pursuant to the exercise of warrants outstanding as of the Effective Date, (D) to the extent raised substantially concurrent with and used to finance the consideration for a Permitted Acquisition, and (E) the issuance of Capital Stock (other than Prohibited Preferred Stock) in immediately available funds connection with the conversion of Permitted Indebtedness incurred to refinance the Senior Secured Notes), the Borrower shall prepay the Revolving Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. Notwithstanding the foregoing, upon the issuance by the Required Payment TimeBorrower of any shares of its Capital Stock resulting in consideration to the Borrower and its Subsidiaries of a cash amount not to exceed $80,000,000 in the aggregate net of transaction expenses, the Borrower shall not be required to prepay the Revolving Loans as aforesaid, provided that such proceeds shall only be used (I) to defease or prepay the Senior Secured Notes in full and to pay related transaction expenses and (II) so long as the Senior Secured Notes have been defeased or prepaid in full, for general corporate purposes (subject to the covenants contained herein and in the other Loan Documents). 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 Revolving Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses (including reasonable attorneys fees and costs and other litigation expenses) incurred in collecting such Extraordinary Receipts.

Mandatory Prepayment. (i) If on any day Computation Date, the Principal Obligations aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit exceeds Availability, then Agent shall notify Borrower of the same. The Borrowers shall pay or prepay one (1) Business Day after receiving such notice such that the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit does not exceed the Available Commitment for Availability after giving effect to such payments or prepayments. (ii) Promptly upon any reason voluntary or involuntary disposition (including, in each case without limitation, including as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset casualty or any failure of an Asset to constitute an Eligible Assetcondemnation but excluding dispositions under clauses (a) through (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall g) and (i) if of the definition of Permitted Dispositions) by GLDD or any other Credit Party, Borrowers shall prepay the outstanding principal amount of such Overadvance is greater than or the Obligations in accordance with clause (c) below in an amount equal to $500,000one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with such disposition. Nothing contained in this Section 2.20(b) shall permit GLDD or any of its Subsidiaries to make a disposition of any property other than in accordance with Section 7.1. (iii) Promptly upon the issuance or incurrence by GLDD or any other Credit Party of any Indebtedness (other than Permitted Indebtedness), either pay or upon an issuance of Equity Interests by GLDD or any other Credit Party (other than any Excluded Equity Issuance), Borrowers shall prepay the full outstanding principal amount of such Overadvance the Obligations in accordance with clause (c) below in an amount equal to Administrative Agent, for the benefit one hundred percent (100%) of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (Net Cash Proceeds received by such other means that shall be subject to Administrative Agent’s consent, which Person in connection therewith. The provisions of this Section 2.20(b) shall not be unreasonably withheld deemed to be implied consent to any such issuance, incurrence or delayedsale otherwise prohibited by the terms and conditions of this Agreement. (iv) Promptly upon the receipt by GLDD or any other Credit Party of any Extraordinary Receipts, Borrowers shall prepay the outstanding principal of the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection therewith. (v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by GLDD or any other Credit Party in connection with a disposition (including as a result of a casualty or condemnation) that are otherwise required to be used to prepay the Obligations pursuant to Section 2.20(b)(ii), up to $10,000,000 in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit aggregate in any fiscal year of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate Net Cash Proceeds from all such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which dispositions shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid underso used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets that were the subject of such disposition with like assets, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) Borrowing Agent delivers a certificate to Agent within ten (10) days after such disposition stating that such Net Cash Proceeds shall be used to so replace, repair or restore properties or assets as provided above within a period not to exceed three hundred sixty five days (365) days after the time period date of receipt of such Net Cash Proceeds (which certificate shall set forth in, this Section 3.4(bestimates of the Net Cash Proceeds to be so expended), then (C) if a Cash Dominion Period is in effect, such Borrower Net Cash Proceeds are deposited and maintained in a Controlled Account and (D) upon the earlier of (1) the expiration of the three hundred sixty five (365) day period pursuant to clause (B) above or Borrowers hereby agree that Administrative Agent may withdraw from (2) the applicable Capital Account and/or occurrence and during the Asset Accountcontinuance of a Default or an Event of Default, any Capital Contributions or other monies or sums deposited therein and apply such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance accordance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time2.20(b)(ii).

Mandatory Prepayment. (iA) If on The Borrower will, at any day time, immediately prepay the Principal Loans when the aggregate principal amount of all Loans plus the outstanding amount of all Letter of Credit Obligations exceed exceeds the Available Commitment for any reason (includingAvailability, in each case without limitation, as a result to the full extent of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess. On each day that any Loans or Letter of Credit Obligations are outstanding, an “Overadvance”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 exceeds the aggregate principal amount of all Loans and Letter of Credit Obligations outstanding on such day. (B) If at any time after the Borrower has complied with the first sentence of paragraph (A) of this Section 2.05(c)(i), then the applicable Borrower or Borrowers shall (i) if the amount aggregate Letter of such Overadvance Credit Obligations is greater than or the then current Availability, the Borrower shall provide cash collateral to the Administrative Agent in an amount equal to $500,000, either pay the full amount 105% of such Overadvance to Administrative Agentexcess, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that which cash collateral shall be subject to Administrative Agent’s consentdeposited in the Letter of Credit Collateral Account and, which provided that no Event of Default shall not have occurred and be unreasonably withheld or delayed)continuing, in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same returned to the Principal Obligations until Borrower, at such time as such Overadvance has been satisfied in fullthe aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Loans no longer exceeds the then current Availability. (ii) IfThe Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, on to the payment, in whole or in part, of the outstanding principal amount of the Loans. (iii) No later than the third Business Day after any daysuch Net Cash Proceeds are received, upon any Disposition by any Loan Party or its Subsidiaries, the Principal Obligations Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this subsection (iii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 8.02(c). (iv) 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), (b), (c), (d) and (e) of the definition of Permitted Indebtedness), the Borrower shall prepay the outstanding on amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such day exceed the amount necessary for the Borrowers Person in connection therewith. The provisions of this subsection (iv) shall not be deemed to be in compliance with Section 9.27implied consent to any such issuance, then incurrence or sale otherwise prohibited by the Borrowers terms and conditions of this Agreement. (v) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall pay without further demand such excess to Administrative Agent, for prepay the benefit outstanding principal of the LendersLoans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in immediately available funds by collecting such Extraordinary Receipts. (vi) Without limiting any other provision of this Agreement or any other Loan Document permitting or requiring prepayment of Loans in whole or in part, the Required Payment TimeBorrower shall prepay the Loans in full without premium or penalty on the date which is 30 days following the entry of the Interim Facility Bankruptcy Court Order in the event the Final Bankruptcy Court Order shall not have been entered on or before such date.

Mandatory Prepayment. (ia) In the event of any termination of all the Revolving Commitments, each Borrower shall repay or prepay all its outstanding Revolving Loans and all outstanding Swingline Loans on the date of such termination. In the event of any partial reduction of the Revolving Commitments, then at or prior to the effective date of such reduction, the Administrative Agent shall notify the Company and the Lenders of the Aggregate Revolving Exposure after giving effect thereto. If on at any day the Principal Obligations exceed the Available Commitment for any reason (including, in each case without limitationtime, as a result of such a Capital Callpartial reduction or termination, an Exclusion Eventas a result of fluctuations in exchange rates or otherwise, an Investor becoming a Defaulting Investorthe Aggregate Revolving Exposure would exceed the Total Revolving Commitment, a change in the Fair Market Value of any Eligible Asset Swingline Exposure would exceed the Swingline Commitments or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”)the Alternative Currency Credit Exposure would exceed the Alternative Currency Commitment, then the applicable Borrower or Borrowers shall (i) if on the amount date of such Overadvance is greater than reduction or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit termination of the LendersRevolving Commitments or (ii) within three Business Days following notice from the Administrative Agent of any such fluctuation in exchange rate or otherwise, repay or prepay (or cause the Borrower Subsidiaries to repay or prepay) Revolving Loans or Swingline Loans (or a combination thereof) in immediately available funds, without demand, or otherwise an amount sufficient to eliminate such Overadvance excess(es). (by such other means that b) To the extent possible, amounts to be applied pursuant to this Section 2.13 to the prepayment of Loans shall be subject applied, as applicable, first to prepay outstanding ABR Loans. Any amounts remaining after each such possible application shall, at the option of the Company be applied to prepay Eurocurrency Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent’s consent, which Agent shall not be unreasonably withheld or delayed)apply any cash deposited in the Prepayment Account allocable to Revolving Loans to prepay Eurocurrency Loans, in each case on the last day of their respective Interest Periods (or, at the direction of the Company, on any earlier date) until all outstanding Revolving Loans have been prepaid or before until the Required Payment Time after allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the occurrence term "Prepayment Account" shall mean an account established by the Company with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of such Overadvancewithdrawal for application in accordance with this paragraph (b). The Administrative Agent will, at the request of the Company, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurocurrency Borrowings to be prepaid; provided, however, that (i) the Administrative Agent shall not be required to make any investment that in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. Each Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurocurrency Borrowings on the last day of such Overadvance the applicable Interest Period is not less than $500,000the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments (which shall be for the account of the Borrowers as their interests may appear, either to the extent not necessary for the prepayment of Eurocurrency Loans in accordance with this Section 2.13), the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above; provided, however, at the end of any Interest Period, unless a Default or Event of Default has occurred and is continuing, after the satisfaction of all required payments the Administrative Agent shall pay to the full amount Company all interest or profits on such investments to the extent in excess of such Overadvance the then required principal and interest payments. If the maturity of the Loan has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Company hereby grants to the Administrative Agent, for its benefit and the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) If, on any dayIssuing Banks, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of Swingline Lender and the Lenders, a security interest in immediately available funds by its Prepayment Account to secure the Required Payment TimeObligations.

Mandatory Prepayment. (iA) The Borrowers will, at any time, immediately prepay the Revolving Loans when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrowers 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 exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. (B) If at any time after the Borrowers have complied with the first sentence of paragraph (A) of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, the Borrowers shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrowers, 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. (C) The Borrowers will immediately prepay the outstanding principal amount of the Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason. (ii) Prior to the Final Facility Effective Date, in the absence of an Event of Default, any funds transferred to or deposited in the Administrative Agent's Account, will be returned to the Borrowers in accordance with the terms of the Interim Bankruptcy Court Order. On and after the Final Facility Effective Date, the Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans; provided, that, (A) such funds shall be applied to the outstanding principal amount of the Term Loan A and/or the Term Loan B (x) in the absence of a continuing Event of Default, to the extent such application is specifically provided for in Section 2.05(d), and (y) during the existence of an Event of Default, in accordance with Section 5.04(b), and (B) if no Revolving Loans remain outstanding after the application of such funds to repay any day outstanding Revolving Loans, such funds are not required to be applied to the Principal Term Loan A and the Term Loan B pursuant to clause (A) of this proviso and no Event of Default has occurred and is continuing, the remaining funds received in the Administrative Agent's Account shall, within two (2) Business Days, be returned by the Administrative Agent to the Borrowers. (iii) Immediately upon any Disposition by any Loan Party or its Subsidiaries (other than a Disposition of assets of Solutia Europe or any of its Subsidiaries), the Borrowers 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. Nothing contained in this subsection (iii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition (including, without limitation, a Disposition of assets of Solutia Europe or any of its Subsidiaries) of any property other than in accordance with Section 8.02(c). Any payments required to be made under this subsection (iii) shall be applied as set forth in Section 2.05(d). (iv) Upon the receipt by any Loan Party or any of its Subsidiaries (other than by Solutia Europe or any of its Subsidiaries) of any Extraordinary Receipts after the Final Facility Effective Date, the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Any payments required to be made under this subsection (iv) shall be applied as set forth in Section 2.05(d). (v) Simultaneously with the receipt by any Loan Party or any of its Subsidiaries (other than by Solutia Europe or any of its Subsidiaries) of any tax refund or the proceeds of any judgment, settlement or other consideration of any kind in connection with any cause of action arising under the Bankruptcy Code or otherwise (including Avoidance Actions but excluding any Avoided Payments), the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the net proceeds received. Any payments required to be made under this subsection (v) shall be applied as set forth in Section 2.05(d). (vi) If any Loan Party receives a return of any cash collateral pledged by it to support letters of credit or other similar credit instruments, the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal 100% of such cash. Any payments required to be made under this subsection (vi) shall be applied as set forth in Section 2.05(d). (vii) In the event that the Lenders are required to repay or disgorge to the Borrowers, or any representatives of the Borrowers' estate, and have repaid, all or any portion of the Pre-Petition Obligations exceed authorized and directed to be repaid pursuant to the Available Commitment Interim Financing Order or the Final Financing Order, as the case may be, or any payment on account of the Pre-Petition Obligations made to any Lender is rescinded for any reason (whatsoever, including, in each case without limitationbut not limited to, as a result of any Avoidance Action, or any other action, suit, proceeding or claim brought under any other provision of the Bankruptcy Code or any applicable state law, or any other similar provisions under any other state or federal statutory or common law (all such amounts being hereafter referred to as the "Avoided Payments"), then, in such event, the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by the Borrowers or any representative of the Borrowers' estate. Any payment required to be made under this subsection (vii) shall be applied as set forth in Section 2.05(d). (viii) Notwithstanding the foregoing, (A) in connection with a Capital CallDisposition under Section 2.05(c)(iii) or receipt of insurance proceeds or condemnation awards pursuant to Section 2.05(c)(iv), an Exclusion Event, an Investor becoming a Defaulting Investor, a change up to $5,000,000 in the Fair Market Value aggregate in any 12-month period of the Net Cash Proceeds from such Disposition and Extraordinary Receipts from such insurance proceeds or condemnation awards, as the case may be, received by any Eligible Asset Loan Party or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, its Subsidiaries in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which connection therewith shall not be unreasonably withheld required to be applied to the prepayment of the Loans on such date to the extent such proceeds are used to replace, repair or delayedrestore the properties or assets used in any Loan Party's or any of its Subsidiaries' business in respect of which such Net Cash Proceeds or Extraordinary Receipts, as the case may be, were paid, provided that, (x) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or such Extraordinary Receipts, (y) the Administrative Borrower delivers a certificate to the Agents within 5 days after such Disposition or 10 days after the date of such loss, destruction or taking, as the case may be, stating that such proceeds shall be used to replace, repair or restore any such properties or assets to be used in any Loan Party's or any of its Subsidiaries' business within a period specified in such certificate not to exceed 90 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (z) such proceeds are deposited in an account subject to the sole dominion of the Administrative Agent; and if all or any portion of such proceeds not so applied to the prepayment of the Loans are not used in accordance with the preceding sentence within the period specified in the relevant certificate furnished pursuant hereto or there shall occur a Default or Event of Default, such remaining portion shall be applied to the Loans as required by Section 2.05(c)(iii) or Section 2.05(c)(iv), as applicable, on the last day of such specified period or immediately, in each the case of a Default or Event of Default; and (B) the Borrowers shall not be required to make a prepayment under Section 2.05(c)(iii) or Section 2.05(c)(iv) (other than with respect to any event described in Section 2.05(c)(iii) or Section 2.05(c)(iv) for which the Loans would be required to be prepaid under Section 2.05(d) in the absence of this clause (B), to the extent of the required prepayment to the Loans), unless the aggregate amount of Net Cash Proceeds received as a result of the events described in such Sections exceeds $2,500,000 and any such required prepayment under such Sections shall be limited to the Net Cash Proceeds and Extraordinary Receipts, net of any reasonable expenses incurred in connection with such Extraordinary Receipts, exceeding $2,500,000. (ix) Without limiting any other provision of this Agreement or any other Loan Document permitting or requiring prepayment of Loans in whole or in part, the Borrowers shall prepay the Loans in full without premium or penalty on the date which is 30 days following the entry of the Interim Facility Bankruptcy Court Order in the event the Final Bankruptcy Court Order shall not have been entered on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in fulldate. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (i) If on any day the Principal Obligations exceed the Available Commitment for any reason (including, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.279.278.20, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.

Mandatory Prepayment. (i) If on The Borrower will immediately prepay the Revolving Loans at any day time when the Principal Obligations exceed aggregate principal amount of all Revolving Loans exceeds the Available Commitment for any reason (includingBorrowing Base, in each case without limitation, as a result to the full extent of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess. On each day that any Revolving Loans are outstanding, an “Overadvance”), then the applicable 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 Borrowers shall (i) if exceeds the aggregate principal amount of all Revolving Loans outstanding on such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in fullday. (ii) IfThe Borrower will immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving Loan Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, on to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. (iv) [intentionally omitted] (v) Immediately upon receipt of any dayproceeds of any Disposition by any Loan Party or its Subsidiaries other than a Permitted Disposition, the Principal Obligations Borrower shall prepay the outstanding on principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such day 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 since the Effective Date $250,000. 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 (other than Indebtedness referred to in clauses (a) through (e) and (g) through (j) 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 outstanding amount necessary for of the Borrowers Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be in compliance with Section 9.27implied consent to any such issuance, then 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 pay without further demand such excess to Administrative Agent, for prepay the benefit outstanding principal of the LendersLoans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in immediately available funds by the Required Payment Timecollecting such Extraordinary Receipts.

Mandatory Prepayment. (i) If In the event and on any day each Business Day on which the Principal Obligations exceed Total Revolving Exposure exceeds the Available Commitment for any reason (includingLine Cap, the Borrower shall prepay the Revolving Loans and/or reduce Letter of Credit Obligations, in each case without limitationan aggregate amount equal to such excess by taking the following actions: (A) first, as a prepayment of Revolving Loans and (B) second, with respect to such excess Letter of Credit Obligations, Cash Collateralization of such Letters of Credit (but in any event, such payments of Revolving Loans and such Cash Collateralization of Letters of Credit shall in the aggregate be equal to such excess); provided, that if the circumstances described in this clause (c)(i) are the result of the imposition of or increase in a Capital CallReserve, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld required to make the initial prepayment or delayed), in each case deposit until the third (3rd) Business Day following the date on or before which Administrative Agent notifies the Required Payment Time after the occurrence Borrower of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, imposition or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in fullincrease. (ii) IfAt all times after the occurrence and during the continuance of a Cash Dominion Period, if on any date any Group Member shall receive Net Cash Proceeds of any ABL Priority Collateral from any Asset Sale or Recovery Event then, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date (A) first, to prepayment of Revolving Loans and (B) second, Cash Collateralization of outstanding Letters of Credit in an amount equal to 105% thereof. (iii) At all times after the occurrence and during the continuance of a Cash Dominion Period and notification thereof by the Administrative Agent to the Borrower (subject to the provisions of Section 4.04(b) and to any applicable terms of the Guarantee and Collateral Agreement), on any dayeach Business Day, at or before 1:00 p.m., New York City time, the Principal Obligations outstanding on such day exceed Administrative Agent shall apply all immediately available funds credited to the amount necessary Administrative Agent Account or otherwise received by Administrative Agent for application to the Borrowers Obligations, first to be in compliance with Section 9.27pay any fees, indemnities or expense reimbursements then due and payable to the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit L/C Issuers and the Lenders constituting Obligations, pro rata, second to pay interest then due and payable in respect of any Revolving Loans that may be outstanding, pro rata, third to all Protective Advances and unreimbursed Overadvances payable to the Administrative Agent until paid in full, fourth, to prepay the principal of the LendersRevolving Loans, in immediately available funds by pro rata, fifth to Cash Collateralize the Required Payment Timeaggregate face amount of outstanding Letter of Credit Obligations, pro rata and sixth, as the Borrower may direct.

Mandatory Prepayment. (i1) If If, on any day (a "Prepayment Trigger Date"), the Principal Obligations exceed the Available Commitment for any reason (Commitment, including, in each case without limitation, as a result of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if pay such excess to the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demandpromptly and in any event within two (2) Business Days after the applicable Prepayment Trigger Date, to the extent such funds are available in the Subscription Accounts or otherwise eliminate such Overadvance any other account maintained by the Borrower; provided, however, that if the Obligations exceed the Available Commitment solely as a result of an Exclusion Event, then (by such other means that x) the Borrower shall be subject required to Administrative effect such prepayment within such two (2) Business Day period only to the extent that such funds in the Subscription Accounts or any other account maintained by the Borrower are available for such purpose, and (y) the Borrower shall be required to effect the balance of such prepayment within ten (10) Business Days after the applicable Prepayment Trigger Date to the extent that it is necessary for the Borrower to issue a Capital Call notice to fund the balance of such required payment. Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. (2) The Borrower shall pay the Loans upon the occurrence of any of the following events: (i) the Termination Date, (ii) the General Partner shall transfer, voluntarily, involuntarily, by operation of law or otherwise, all or any part of its interest in the Borrower pursuant to the terms of the Partnership Agreement or otherwise, without the prior written consent of the Agent and the Required Lenders, other than a transfer or transfers to Affiliates of Lazard Freres & Co. L.L.C., provided such transfers are made upon the prior written consent of Agent’s consent, which consent shall not be unreasonably withheld withheld, (iii) a violation of any provision with respect to a Key Person set forth in Section 11.1 of the Partnership Agreement or delayed)otherwise shall occur and such violation shall not be cured in the manner set forth in the Partnership Agreement, (iv) the receipt by the General Partner of a notice of removal of the General Partner pursuant to Section 11.2 of the Partnership Agreement or a dissolution of the Partnership pursuant to Section 10.1 of the Partnership Agreement or (v) upon a termination of the Commitments and/or acceleration of the maturity of the Loans after an Event of Default in each case on or before accordance with Section 11.2 hereof. Each such prepayment shall be applied to prepay ratably the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit Loans of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full. (ii3) If, on In connection with the prepayment of any dayLoan prior to the maturity thereof, the Principal Obligations outstanding on such day exceed Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Such prepayment shall be applied to prepay ratably the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit Loans of the Lenders, in immediately available funds by the Required Payment Time. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed.

Mandatory Prepayment. (a) If, at any time after the date of this Agreement: (i) If on any day the Principal Obligations exceed the Available Commitment it is or becomes unlawful for any reason (including, in each case without limitation, as a result Obligor to perform any of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change in its obligations under the Fair Market Value of any Eligible Asset or any failure of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if the amount of such Overadvance is greater than or equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after the occurrence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower or Borrowers hereby agree that Administrative Agent may withdraw from the applicable Capital Account and/or the Asset Account, any Capital Contributions or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in full.Finance Documents; or (ii) Ifany Borrower (other than the Parent) is not or ceases to be a Subsidiary of the Parent; or (iii) the guarantee of the Parent is not effective or is alleged by any Obligor to be ineffective for any reason, (iv) then the Facility Agent may, on any dayand shall if so directed by the Majority Lenders, by notice to the Obligors’ Agent: (A) cancel the Total Commitments; and/or (B) demand that all or part of the Loans, together with accrued interest and all other amounts accrued under the Finance Documents, be repaid forthwith, whereupon they shall be repaid forthwith; (b) If a change of control occurs, the Principal Obligations outstanding Parent shall promptly notify the Facility Agent upon becoming aware of that change of control and any Lender shall have the right, within one month (or such longer period as the Parent and the Facility Agent acting on such day exceed the amount necessary for instructions of all the Borrowers Lenders may agree) of the Facility Agent receiving notice of the change of control under this paragraph, to require the Facility Agent to reduce, by notification to the Parent (the Notification of Reduction), its Commitments under the Facility to zero. Thirty days following receipt of a Notification of Reduction with respect to a Lender, that Lender’s Commitment will be cancelled in compliance with Section 9.27, then full and the Borrowers shall pay without further demand such excess to Administrative Agentrepay that Lender’s participations in all Loans together with accrued interest and all other amounts accrued under the Finance Documents in respect of that Lender. (c) For the purposes of paragraph (b) above, for a change of control occurs if a person or group of persons acting in concert at any time after the benefit date of this Agreement acquires more than 50 per cent. of the Lenders, shares which carry the right to vote in immediately available funds by the Required Payment TimeParent.

Mandatory Prepayment. Borrowers shall not permit the sum of (i) If on the aggregate principal amount of Loans outstanding under the Revolving Credit Facility plus (ii) the Letter of Credit Obligations at any day the Principal Obligations time to exceed the Available Commitment Availability. Borrowers agree, 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 Business 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 an amount of cash equal to the entire Letter of Credit Obligation with respect to one or more Letters of Credit which are causing the deficiency (which, for any reason (includingthis purpose, in each case without limitation, as a result shall be deemed to be Cash Collateralized Letters of a Capital Call, an Exclusion Event, an Investor becoming a Defaulting Investor, a change Credit) in the Fair Market Value Cash Collateral Account. To the extent that one or more Cash Collateralized Letter(s) of Credit expire and are not extended or are otherwise terminated without any Eligible Asset continuing liability to Agent, the Issuing Lender or any failure the Lenders, which results in the sum of an Asset to constitute an Eligible Asset) (any such excess, an “Overadvance”), then the applicable Borrower or Borrowers shall (i) if 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 cash held in the Cash Collateral Account to the Borrowers within five (5) Business Days. In addition, following any such deposit of cash in the Cash Collateral Account, at any time and from time to time that the sum of (i) the aggregate principal amount of Loans outstanding under the Revolving Credit Facility plus (ii) the aggregate principal amount of Letter of Credit Obligations becomes equal to or less than the sum of (x) the Availability plus (y) the amount of cash held in the Cash Collateral Account as of such Overadvance is greater than or date, Agent shall refund to the Borrowers within (5) Business Days a sum of cash held in the Cash Collateral Account equal to $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, without demand, or otherwise eliminate such Overadvance (by such other means that excess. No Lender shall be subject under an obligation to Administrative Agent’s consent, which shall not be unreasonably withheld make Loans under the Revolving Credit Facility or delayed), to issue any Letter of Credit during the period that any such excess described in each case on or before the Required Payment Time after the occurrence first sentence of such Overadvance, and (ii) if the amount of such Overadvance is less than $500,000, either pay the full amount of such Overadvance to Administrative Agent, for the benefit of the Lenders, in immediately available funds, upon demand by Administrative Agent, or otherwise eliminate such Overadvance (by such other means that shall be subject to Administrative Agent’s consent, which shall not be unreasonably withheld or delayed), in each case on or before the Required Payment Time after such demand. If the applicable Borrower or Borrowers fail to pay or eliminate any Overadvance required to be paid under, and within the time period set forth in, this Section 3.4(b), then such Borrower 3.2(C) exists or Borrowers hereby agree that Administrative Agent may withdraw would result from the applicable Capital Account and/or making of an additional Loan under the Asset Account, any Capital Contributions Revolving Credit Facility or other monies or sums deposited therein and apply the same to the Principal Obligations until such time as such Overadvance has been satisfied in fullissuing an additional Letter of Credit. (ii) If, on any day, the Principal Obligations outstanding on such day exceed the amount necessary for the Borrowers to be in compliance with Section 9.27, then the Borrowers shall pay without further demand such excess to Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time.