Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. If the Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. This Note has been executed and delivered in payment of the purchase price of shares of Common Stock of the Company (the "Shares") purchased by the Participant pursuant to the Company's 1991 Stock Purchase and Loan Plan. If at any time before payment of this Note in full, the Term Credit Facility is accelerated following Participant shall sell any of the occurrence Shares, the Maker agrees (or if there shall be two Makers, both jointly and severally agree) to prepay this Note immediately upon receipt of an Event the net proceeds of Default, Borrower shall immediately pay to Agent, for payment to each Lender such sale in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all lesser of 100% of such net proceeds or the outstanding principal of this Note and accrued interest to the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason date of such prepayment. All prepayments, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaidmandatory or optional, shall be applied first to payment of accrued interest and (iv) all other sums that shall have become due and payable, including Protective Advancesthen to reduction of outstanding principal. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which If any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property payment under this Note is not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Defaultwhen due, all proceeds payable unpaid principal and accrued interest under such casualty policy shallthis Note may, at the option of Agentthe holder, be declared immediately due and payable. If the Participant ceases to be employed by the Company or by any "subsidiary" or "parent corporation" (within the meaning of Section 425 of the Internal Revenue Code of 1986, as amended) of the Company, all such principal and accrued interest shall become due and payable to Agenton the 90th day following cessation of such employment without declaration or notice of any kind. If proceedings under the federal Bankruptcy Code or under any other law, state or federal, for the ratable benefit relief of debtors are filed by or against the Maker (or if there shall be two Makers, either Maker) and not dismissed within 60 days after filing, all such principal and accrued interest shall become immediately due and payable without declaration or notice of any kind. No failure by the holder of this Note to exercise any right hereunder shall be or be deemed to be a waiver of such right or of any remedy consequent thereon. Presentment, demand and notice of dishonor are hereby waived, and the Maker agrees (or if there shall be two Makers, both jointly and severally agree) to be bound for the payment hereof notwithstanding any agreement for the extension of the Lendersdue date of any payment made by the holder after the maturity thereof. The Maker agrees (or if there shall be two Makers, on account both jointly and severally agree) to pay all collection expenses, court costs and reasonable attorneys' fees incurred in collection of this Note or any part hereof. References to the Maker or Makers shall include the Maker or Makers and all endorsers, sureties, guarantors and other obligors hereon. This Note is secured by a pledge of the Obligations Shares pursuant to the terms of the Plan. Dividends on the Shares shall be applied towards prepayment hereof, and (ii) (a) so long Shares shall or may be released from such pledge, all as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful provided in the Borrower’s business; provided that Plan. (xSEAL) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.----------------------------

Mandatory Prepayment. If (a) In the Term Credit Facility is accelerated following the occurrence event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Event Unencumbered Asset Pool Property) is sold, transferred or released from the restrictions of DefaultSection 5.11 hereof, the Borrower shall immediately pay to Agentshall, for payment to each Lender simultaneously with such sale, transfer or release, prepay the Loans in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal 100% of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason net proceeds of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (sale or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses andtransfer, in the case event of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty)a sale or transfer, or such lesser portion amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1a sale, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), transfer or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (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 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any cash "boot" associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash "boot" as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b) Simultaneously with the closing of any sale of common shares of beneficial interest, preferred shares of beneficial interest, partnership interests, limited liability company interests, or other ownership or equity interests in the Borrower or the General Partner, the Borrower shall, simultaneously with such sale, prepay the Loans in an amount equal to 100% of the Net Offering Proceeds. Notwithstanding the foregoing, however, in the event that (i) the Net Offering Proceeds in connection with any individual offering shall be less than $20,000,000, and the Borrower anticipates reinvesting the same in Real Property Assets within fifteen (a15) so long as no Default days after receipt thereof or Event (ii) any Loans expire within thirty (30) days of Default has occurred and is continuingthe date thereof, the Borrower may retain such funds, provided, however, that if the Borrower shall have not in fact so reinvest such funds in Real Property Assets within such fifteen (15) day period or repay such Loans within such thirty (30) day period, as the option case may be, the Borrower shall immediately apply the same in repayment of applying the proceeds Loans. (c) In the event that the Unsecured Debt Ratio is not maintained as of any casualty policythe last day of a calendar quarter, toward either (i) the replacement or repair of destroyed or damaged property; provided that Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (x) any such replaced or repaired property i.e. the Unsecured Debt Ratio shall be of equal --------- --- recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or like value as (ii) the replaced or repaired Collateral, (y) any such replaced or repaired property Borrower shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment prepay to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Administrative Agent, for the ratable benefit of the Lenders, on account of the Obligations and Banks, an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (ii90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with the Unsecured Debt Ratio within ninety (a90) so long as no Default or Event days of Default has occurred and is continuing, Borrower shall have the option date of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets non-compliance shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or an Event of Default, all proceeds from such Transfers shall, at the option of Agent, . (d) Any amounts so prepaid pursuant to this Section 2.10 may not be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsreborrowed.

Mandatory Prepayment. If (i) When any Borrower sells or otherwise disposes of any Collateral having a fair market value in excess of $100,000 individually, or in the Term Credit Facility is accelerated following aggregate for all Borrowers, in any fiscal year (other than Inventory in the occurrence ordinary course of an Event of Defaultbusiness), Borrower Borrowers shall immediately pay repay the Advances to Agent, the extent the aggregate Net Proceeds for payment to each Lender all such sales in accordance with its respective Pro Rata Share, any fiscal year exceeds $100,000 in an amount equal to such Net Proceeds in excess of $100,000. Such repayments shall be made promptly but in no event more than one (1) Business Day following receipt of such Net Proceeds, and until the sum of: (i) all date of payment, such Net Proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied first, pro-rata to the outstanding principal installments of the Term Credit Facility Loan and all other Obligationssecond, plus accrued and unpaid interest thereon, (ii) any fees payable under to the Fee Letter by reason of remaining Advances in such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds order as Agent shall elect may determine, subject to apply Borrowers' ability to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made reborrow Revolving Advances in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection accordance with the events described in the foregoing clause (A)terms hereof. Notwithstanding the foregoing, (i) (a) so long as no Default or unless and until an Event of Default has occurred and is continuing, Borrower shall have Borrowers may sell or otherwise dispose of Collateral (excluding for purposes of this sentence Inventory in the option ordinary course of applying business) having a fair market value in excess of $100,000 in the aggregate in any fiscal year and utilize such Net Proceeds solely to acquire replacement Collateral without making a mandatory prepayment hereunder so long as (a) the acquired Collateral is purchased by Borrowers within one hundred eighty (180) days of the sale of the Collateral (the "Purchase Period"), (b) the proceeds of any casualty policysuch sale are remitted to Agent and applied by Agent to reduce the outstanding amount of Revolving Advances in accordance with the first sentence of this subsection 2.10(a)(i), toward (c) a reserve equal to the replacement or repair amount of destroyed or damaged property; provided that (x) any such replaced or repaired property proceeds shall be established by Agent (the "Mandatory Reserve"), which reserve shall continue until the earlier to occur of equal (i) the date when payment for such replacement Collateral is made and the other conditions set forth in this subsection 2.10(i) are met to the reasonable satisfaction of Agent or like value as (ii) the replaced or repaired Collateralexpiration of the Purchase Period, (yd) any such replaced or repaired property the acquired Collateral shall be deemed to be acceptable Collateral by Agent in which Agent its reasonable discretion and Lenders have been granted a (e) the acquired Collateral shall be subject to Agent's first priority security interest created hereunder. If Borrowers fail to meet the conditions set forth in clauses (a) through and including (ze) such reinvestment above, Borrowers hereby authorize Agent and Lenders to make a Revolving Advance in an amount equal to the applicable Mandatory Reserve to be applied as a prepayment of the Term Loan, in the manner set forth above. Immediately, thereafter, the applicable Mandatory Reserve shall be made reduced to $0. If Borrowers meet the conditions set forth in clauses (or a binding commitment a) through and including (e) above to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option reasonable satisfaction of Agent, be payable Agent shall, upon Borrowing Agent's request, make a Revolving Advance to Agent, for the ratable benefit applicable Borrower in the amount of the Lenders, on account of applicable Mandatory Reserve to be used by the Obligations applicable Borrower to (i) purchase the replacement Collateral and (ii) be applied as a prepayment of the Term Loan, in the manner set forth above to the extent the purchase price of the replacement Collateral is less than the amount of such Revolving Advance and the applicable Mandatory Reserve shall be reduced. (aii) so long as no Default Borrowers shall prepay the outstanding amount of the Advances in an amount equal to 75% of Excess Cash Flow for each fiscal year commencing on or Event after July 31, 1998 payable upon delivery of Default has occurred the financial statements to Agent referred to in and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted required by Section 7.1(k9.7 for such fiscal year but in any event not later than ninety (90) in assets used or useful days after the end of each such fiscal year, which amount shall be applied first, to the outstanding principal installments of the Term Loan in the Borrower’s business; provided inverse order of the maturities thereof and, second, to the remaining Advances in such order as Agent may determine subject to Borrowers' ability to reborrow Revolving Advances in accordance with the terms hereof. In the event that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted the financial statement is not so delivered, then a first priority security interest and (y) such reinvestment calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.10(b), subject to adjustment when the financial statement is delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statement. (or iii) Upon the completion of a binding commitment Public Offering, Borrowers shall repay the Advances in an amount equal to make fifty percent (50%) of the Net Proceeds of such reinvestment shall have been entered intoPublic Offering, such repayments to be made promptly but in no event more then one (1) within one year after the Business Day following receipt of such proceedsNet Proceeds, and (b) after until the occurrence and during date of payment, such Net Proceeds shall be held in trust for Agent. Such repayment shall be applied first, pro rata to the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit outstanding principal installments of the LendersTerm Loan and second, on account of to the Obligationsremaining Advances in such order as Agent may determine, subject to Borrowers' ability to reborrow Revolving Advances in accordance with the terms hereof.

Mandatory Prepayment. If the Term Credit Facility is accelerated following the occurrence of an Event of Default, (a) The Borrower shall immediately pay to Agentapply, for payment to each Lender in accordance with its respective Pro Rata Shareor procure the application of, an amount equal to the sum of: 100 per cent. of Surplus Cash Flow (iif any) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon each of the Six Month Periods of the Borrower ending on 30 June and 31 December in each year (commencing with the Six Month Period ending 30 June 2001) in mandatory prepayment of the Loan provided that the first (pound)10,000,000 which Agent maintained a Lienthe Borrower would, an amount equal but for this proviso, have been obliged so to one hundred percent apply or procure the application of may be retained by the Borrower (100%but without prejudice to the operation of this clause 6.4 (a) in respect of such proceeds all other relevant amounts). (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty)b) The Borrower shall apply, or such lesser portion of such proceeds as Agent shall elect to apply to procure the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) application of the net cash proceeds after expenses of such asset disposition issue from any raising of equity finance or Borrowed Money (net the "PREPAYMENT PROCEEDS") by Telewest made after the date hereof in prepayment of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable Loan (save for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event any such proceeds raised for the purpose of Default has occurred purchasing the shares held by Comcast UK Cable Partners Limited in Birmingham Cable Corporation Limited and/or Cable London plc and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be proceeds are so applied within 90 days of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) any such proceeds from any raising of equity finance pursuant to a rights issue specifically to finance or part finance an acquisition of General Cable plc by Telewest and provided that the shares in relation to the equity financing are issued no later 31 December 1998). During the Revolving Period the Commitments shall automatically be cancelled by the amount of such prepayment and the Commitment of each Bank shall be reduced proportionately. (c) Each prepayment to be made under paragraph (a) above shall: (i) be made on Interest Payment Dates falling after the date upon which the Quarterly Management Accounts in respect of the Quarterly Period ending on the last day of the relevant Six Month Period are delivered to the Agent pursuant to clause 10.1(g), beginning with the first such date and continuing until the prepayment obligation under paragraph (a) above in respect of such Six Month Period has been satisfied; and (ii) if on any Interest Payment Date upon which an amount of Excess Cash Flow is to be applied in prepayment of the Loan: (1) such amount is less than the amount of the Advances whose Interest Period ends on such date, the Borrower may select against which Advance or Advances the prepayment is to be made and the proportion of the relevant amount to be prepaid on each Advance but shall ensure that the full amount of such Excess Cash Flow required to be applied is so long as no Default applied in prepayment; (2) such amount is equal to or Event greater than the amount of Default has occurred and is continuingthe Advances whose Interest Period ends on such date, the Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(kprepay each such Advance on such date. (d) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall Each prepayment to be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and under paragraph (b) above shall: (i) be made on Interest Payment Dates falling after the occurrence date upon which the Prepayment Proceeds are received by Telewest Communications plc beginning with the first such date and during continuing until the continuance prepayment obligation under paragraph (b) above has been satisfied; and (ii) if on any Interest Payment Date upon which Prepayment Proceeds are to be applied in prepayment of a Default the Loan: (1) such amount is less than the amount of the Advances whose Interest Period ends on such date, the Borrower may select against which Advance or Event Advances the prepayment is to be made and the proportion of Defaultthe relevant amount to be prepaid on each Advance but shall ensure that the full amount of such Prepayment Proceeds required to be applied are so applied in prepayment; (2) such amount is equal to or greater than the amount of the Advances whose Interest Period ends on such date, the Borrower shall prepay each such Advance on such date. (e) The Borrower's obligations under paragraph (a) above shall cease in respect of the relevant Six Month Period and all proceeds from future Six Month Periods if, in respect of each of two consecutive Six Month Periods, Total TCN Group Debt on the last day of the relevant Six Month Period is less than 3.5 times Consolidated Annualised TCN Group Net Operating Cashflow calculated by reference to such Transfers shallSix Month Period, at each as demonstrated in the option of Agent, be payable to Agent, Compliance Certificate for the ratable benefit Quarterly Period ending on the last day of the Lendersrelevant Six Month Period. (f) If the Compliance Certificate for one Quarterly Period demonstrates that Total TCN Group Debt on the relevant Quarter Day is less than 3.5 times Consolidated Annualised TCN Group Net Operating Cashflow calculated by reference to the Six Month Period ending on such Quarter Day, on account then the Borrower's obligations under paragraph (a) above shall be suspended until the delivery of the ObligationsQuarterly Management Accounts for the subsequent Quarterly Period (the "SUBSEQUENT ACCOUNTS") are delivered. If the Compliance Certificate in respect of that subsequent Quarterly Period also demonstrates that Total TCN Group Debt on the relevant Quarter Day is less than 3.5 times Consolidated Annualised TCN Group Net Operating Cashflow calculated by reference to the Six Month Period ending on such subsequent Quarter Day then such suspended obligations shall be extinguished; if not, then such suspended obligations shall take effect as of the date of delivery of the Subsequent Accounts but otherwise in accordance with paragraph (a) above.

Mandatory Prepayment. If (a) If, on any Repayment Date, an Event of Default shall exist, Borrower shall use all Available Cash on such Repayment Date (i) to prepay the Loans in inverse order of maturity and (ii) upon repayment in full of the Loans, to repay all other Obligations of Borrower to the Banks, as designated by Agent and the Required Banks. (b) If, on any Extension Determination Date, the Extension Requirements are not met, Borrower shall, on each Repayment Date thereafter until the Extension Requirements have been satisfied, use all Available Cash on such Repayment Dates (i) to prepay the Loans in inverse order of maturity and (ii) upon repayment in full of the Loans, to repay all other Obligations of Borrower to the Banks, as designated by Agent and the Required Banks. (c) Subject to Sections 7.2.5(a) and 7.2.5(b), if on any Calculation Date during the Term Credit Facility is accelerated following Period the occurrence Four-Quarter Average Debt Service Coverage Ratio for the Repayment Date to which such Calculation Date relates shall be less than 1.75 to 1.00, Borrower shall use 50% of the Available Cash on such Calculation Date (i) to prepay the Loans in inverse order of maturity and (ii) upon repayment in full of the Loans, to repay all other Obligations of Borrower to the Banks, as designated by Agent and the Required Banks. (d) Subject to Sections 7.2.5(a) and 7.2.5(b), if on any Calculation Date during the Term Period the Four-Quarter Average Debt Service Coverage Ratio for the Repayment Date to which such Calculation Date relates shall be less than 2.00 to 1.00 but shall exceed or equal 1.75 to 1.00, Borrower shall use fifteen (15%) of the Available Cash on such Calculation Date (i) to prepay the Loans in inverse order of maturity and (ii) upon repayment in full of the Loans, to repay all other Obligations of Borrower to the Banks, as designated by Agent and the Required Banks. (e) Nothing in this Section 7.2.5 shall limit in any manner the rights and remedies of Agent and the Banks upon and during the continuation of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable Default under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsthis Agreement.

Mandatory Prepayment. If at any time from and after the Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum ofClosing Date: (i) all outstanding principal of the Term Credit Facility Borrower merges or consolidates with another Person and all other Obligationsthe Borrower is not the surviving entity, plus accrued and unpaid interest thereon, or (ii) the Borrower or any fees payable under Consolidated Subsidiary or any Minority Holding sells, transfers, assigns or conveys assets, the Fee Letter by reason book value (of such prepaymentthe Borrower) of which (computed in accordance with GAAP but without deduction for depreciation), (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for aggregate of all such sales, transfers, assignments, or conveyances would cause the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at Capitalization Value immediately after such sale to be less than 75% of the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility Capitalization Value set forth in the following amounts: Compliance Certificate delivered pursuant to Section 5.1(j); provided, that for purposes of this clause (ii) only, the phrase “sells, transfers, assigns or conveys” shall not include (A) on sales or conveyances among the date on which Borrower and any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000)Consolidated Subsidiaries, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt mortgages secured by any Credit Party Real Property, or (C) sales or conveyances of the proceeds of any asset disposition of personal property not made Securities in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of outBorrower or TMC or in newly-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), formed Subsidiaries or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment Minority Holdings in connection with the events described acquisition of Real Property; (the date any such event in the foregoing clause (A). Notwithstanding the foregoing, (i) or (aii) so long as no Default or Event of Default has occurred shall occur being the “Prepayment Date”) the Revolving Credit Commitments and is continuing, Term Loan Commitments shall be terminated and the Borrower shall have be required to prepay the option Loans in their entirety and return any outstanding Letters of applying Credit as if the proceeds Prepayment Date were the Revolving Credit Termination Date and the Term Loan Maturity Date. The Borrower shall make such prepayment on the Prepayment Date together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of any casualty policyLoan prior to the maturity thereof, toward the replacement or repair of destroyed or damaged property; provided that (x) Borrower shall also pay any applicable expenses pursuant to Section 4.2(f). Each such replaced or repaired property prepayment shall be of equal or like value as applied to prepay ratably the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit Loans of the Lenders, on account of the Obligations and (ii. Amounts prepaid pursuant to this Section 3.1(d) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall may not be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsreborrowed.

Mandatory Prepayment. If (i) Not later than the Term Credit Facility is accelerated third Business Day immediately following the occurrence date of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Sharethe receipt thereof by Borrower, an amount equal to 100% of the sum of: cash proceeds (inet of all reasonable and customary payments, fees, commissions and expenses (including reasonable fees and expenses of legal counsel and investment banking fees and expenses, sales commissions and relocation fees and expenses) all outstanding incurred in connection with such transaction from any Qualified Debt Financing, shall be applied as mandatory prepayment of principal of and accrued interest on (x) first, the Term Credit Facility then outstanding Tranche B Loans, and all other Obligations(y) second, plus accrued once no Tranche B Loans remain outstanding, the then outstanding Tranche A Loans, in each case on a pro rata basis with respect to the applicable Lenders. To the extent there are proceeds remaining after application in accordance with the foregoing clauses (x) and unpaid interest thereon(y), the Tranche B Commitments shall be reduced by the amount equal to such excess proceeds until reduced to $0, then if any such excess proceeds still remain, the Tranche A Commitments shall be reduced by an amount equal to such remaining excess proceeds until reduced to $0, in each case on a pro rata basis with respect to the applicable Lenders. Notwithstanding the foregoing, if the Qualified Debt Financing is of a type set forth in clause (b) of the definition of such term, such proceeds shall be applied first, to the reduction of the Tranche B Commitments until reduced to $0, then if any excess proceeds still remain, to the reduction of the Tranche A Commitments by an amount equal to such remaining excess proceeds until reduced to $0, in each case on a pro rata basis with respect to the applicable Lenders and second, as set forth in foregoing clauses (x) and (y). (ii) any fees payable under Not later than the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the third Business Day immediately following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lienthe receipt thereof by Borrower, an amount equal to one hundred percent (100%) % of such the cash proceeds (net of out-of-pocket all reasonable and customary payments, fees, commissions and expenses and(including reasonable fees and expenses of legal counsel and investment banking fees and expenses, sales commissions and relocation fees and expenses) incurred in connection with such transaction from any Qualified Equity Financing shall be applied as mandatory prepayment of principal of and accrued interest on (x) first, the then outstanding Tranche B Loans, and (y) second, once no Tranche B Loans remains outstanding, the then outstanding Tranche A Loans, in each case on a pro rata basis with respect to the case of property, repayment of any permitted purchase money debt encumbering applicable Lenders. To the property that suffered such casualtyextent there are proceeds remaining after application in accordance with the foregoing clauses (x) and (y), or the Tranche B Commitments shall be reduced by the amount equal to such lesser portion of excess proceeds until reduced to $0, then if any such excess proceeds as Agent still remain, the Tranche A Commitments shall elect to apply to the Obligations; and (B) upon receipt be reduced by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent such remaining excess proceeds until reduced to $0, in each case on a pro rata basis with respect to the applicable Lenders. (100%iii) In the event an Asset Sale (as defined in the Indenture) occurs, Borrower shall, to the extent permitted by the Indenture, use, or cause its Restricted Subsidiary to use, to the extent not reinvested in Additional Assets (as defined in the Indenture) within the time period required by the Indenture, the Net Cash Proceeds (as defined in the Indenture) therefrom to the prepayment of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset)Loans, or such lesser portion as Agent which shall elect to apply be applied to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event principal of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that accrued interest on (x) any such replaced or repaired property shall be of equal or like value as first, the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest outstanding Tranche B Loans and (y) second, once no Tranche B Loans remain outstanding, the then outstanding Tranche A Loans. In connection with any such reinvestment prepayment, Borrower shall reduce the Commitments to the extent required by the Indenture. (iv) Once terminated, such Commitments may not be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsreinstated.

Mandatory Prepayment. If at any time from and after the Term Credit Facility is accelerated following --------------------- Closing Date, the occurrence Company, the Borrower, or any of its consolidated Subsidiaries receives proceeds from the sale or refinancing of an Event of Defaultunencumbered Project, the Borrower shall immediately pay be required to Agent, for payment to each Lender prepay a portion of the Loan in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A)Net Cash Proceeds received. Notwithstanding the foregoing, in no event shall the Borrower be required to prepay any portion of the Loan in the event that the property commonly known as 538 Broadhollow Road, Melville, New York is sold or refinanced on xx xxxxxx xxx xxxx xxxxx xx xxxxxx (00) days from the date hereof. If at any time from and after the Closing Date: (i) the Company or the Borrower merges or consolidates with another Person and the Company or Borrower, as the case may be, is not the surviving entity, or (aii) so long as no Default the Company, the Borrower, any of its Affiliates or Event consolidated Subsidiaries or the Management Company ceases to provide property management and leasing services to at least 80% of Default the total number of Projects in which the Borrower has occurred and is continuingan ownership interest (the date any such event shall occur being the "Prepayment Date"), the --------------- Borrower shall have be required to prepay the option Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date and, the Revolving Credit Commitment thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of applying the proceeds prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In connection with the prepayment of any casualty policyLoan prior to the maturity thereof, toward the replacement or repair of destroyed or damaged property; provided that (x) Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such replaced or repaired property prepayment shall be of equal or like value as applied to -------------- prepay ratably the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) (other than amounts -------------- prepaid pursuant to the first sentence of this Section 4.1(d)) may not be -------------- reborrowed. As used in this Section 4.1(d) only, on account the phrase "sells, -------------- transfers, assigns or conveys" shall not include (i) sales or conveyances among Borrower and any of the Obligations and its consolidated Subsidiaries, or (ii) (a) so long as no Default mortgages or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted other security interests secured by Section 7.1(k) in assets used Real Property or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsother Property.

Mandatory Prepayment. If Borrower shall at any time receive the Termination Fee, Borrower shall promptly, and in any event within two (2) Business Days following Borrower’s receipt of the Termination Fee, and in lieu of the amounts payable under Section 2.11, deliver to Bank good funds in an amount equal to (i) fifty percent (50%) of the Termination Fee plus (ii) such additional portion of the Termination Fee, if any, that is necessary to fully pay the amounts described in clauses (A) and (B) of this Section 2.12, and which funds shall be applied as follows: (A) first, to pay any deferred amounts owing under the Loans, including any Required Amortization Payments and Deferred Required Principal Curtailment that were not paid on December 31, 2018 as a result of the deferral provisions of Section 2.11 until paid in full, (B) second, without duplication of the payments required by clause (A) of this Section 2.12, the cumulative amount of all Cure Amounts that were not paid on September 30, 2018 and December 31, 2018 as a result of the deferral provisions of Section 2.11 or Section 10.5 until paid in full, which amounts shall be applied to the unpaid principal amount of the Term Credit Facility is accelerated following Loan which payment shall be applied to installments thereof in inverse order of their maturity until paid in full, (C) third, to reduce the occurrence outstanding principal balance of the Revolving Loans to not more than $200,000, and (D) fourth, to the extent the sum of the payments required by clauses (A), (B) and (C) of this Section 2.12 do not equal fifty percent (50%) of the Termination Fee, amounts to reduce the unpaid principal amount of the Term Loan which payment shall be applied to installments thereof in inverse order of their maturity until paid in full. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied to any then outstanding LIBOR Advances with the shortest Interest Period remaining. No dispute or delay with respect to the payment or collection of the Termination Fee will further delay the due date of any payments required by this Agreement, including those required by Section 2.2 and Section 2.11. Failure to make the mandatory prepayments required by this Section 2.12 shall be an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal .” 3.5 Section 8.3 of the Term Credit Facility Loan Agreement is hereby amended and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee restated to read in its entirety as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.follows:

Mandatory Prepayment. If The Funding Loan, together with accrued interest thereon, and together with Prepayment Premium (to the Term Credit Facility extent payable under the Project Note), is accelerated following subject to mandatory prepayment on any Business Day, in whole or in part as indicated below, at the earliest practicable date upon the occurrence of an Event any of Defaultthe following: in whole or in part, Borrower upon the occurrence of a mandatory prepayment of the Project Loan pursuant to Section 10(b) of the Project Note and receipt by the Fiscal Agent of a written direction by the Funding Lender Representative that the Funding Loan shall immediately pay be subject to Agentmandatory payment as a result thereof; or in part, for payment to each Lender in accordance with its respective Pro Rata Shareon the Interest Payment Date next following the completion of the rehabilitation of the Project, an amount equal to the sum of: extent amounts remaining in the Project Account of the Project Loan Fund are transferred to the Loan Prepayment Fund pursuant to Section 4.02(e) hereof. Notice of Prepayment . Notice of the intended prepayment of the Funding Loan shall be given by the Fiscal Agent by first class mail, postage prepaid, or by overnight delivery service, to the Funding Lender. All such prepayment notices shall be given not less than ten (10) days (not less than thirty (30) days in the case of optional prepayment) nor more than sixty (60) days prior to the date fixed for prepayment. Notices of prepayment shall state (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereonprepayment date, (ii) any fees payable under the Fee Letter by reason of such prepaymentprepayment amount, and (iii) the Applicable Prepayment Fee as specified place or places where amounts due upon such prepayment will be payable. Notice of such prepayment shall also be sent by first class mail, postage prepaid, or by overnight delivery service, to the Servicer, not later than the time of mailing of notices required by the first paragraph above, and in any event no later than simultaneously with the Credit Facility Schedule mailing of notices required by the first paragraph above; provided, that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party prepayment of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A)Funding Loan. Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred in the event the Fiscal Agent is not collecting and is continuingremitting loan payments hereunder, Borrower the Fiscal Agent shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment no obligation to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable send prepayment notices pursuant to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by this Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.3.02. REVENUES AND FUNDS

Mandatory Prepayment. (a) If, within thirty (30) days after receiving notice under Section 10.5 of a Change of Control Event, the Required Banks notify the Borrowers that they require prepayment of the Notes, on the date set forth in such notice (which date shall be no earlier than (x) five (5) days after such notice is given or (y) the day on which either Borrower repays any other Debt before its original scheduled due date, whichever day is earlier), the Borrowers shall pay in full all Obligations then outstanding, including the prepayment of L/C Obligations in the manner contemplated by Section 11.4 hereof, and the Commitments shall terminate in full. (b) If the Term Credit Facility is accelerated following the occurrence aggregate Original Dollar Amount of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of Revolving Loans and L/C Obligations shall at any time for any reason exceed the Term Credit Facility and all other ObligationsRevolving Commitments then in effect, plus accrued and unpaid interest thereon, or (ii) outstanding Committed Term Loans shall at any fees payable under time for any reason exceed the Fee Letter by reason Term Commitments then in effect, the Company shall, within three (3) Business Days, pay the amount of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the LendersBanks as a prepayment of Loans (to be applied to such Loan as the Company shall direct at the time of such payment) and, on account if necessary, a prefunding of Letters of Credit. Immediately upon determining the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) need to make any such assets prepayment the Company shall notify the Agent of such required prepayment. Each such prepayment shall be deemed Collateral in which Agent accompanied by a payment of all accrued and Lenders have been granted a first priority security unpaid interest on the Loans prepaid and (y) such reinvestment shall be made (or a binding commitment subject to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the ObligationsSection 4.8.

Mandatory Prepayment. (i) If any Prepayment Trigger occurs, then Lender may declare the Term Credit Facility is accelerated outstanding Principal Amount of the Loan as of the date of the Prepayment Event Date plus any accrued and unpaid interest thereon to be immediately due and payable hereunder, in whole but not in part, to the extent permitted by law, together, if applicable, with any additional amounts due in respect thereof pursuant to clause (ii) below, and all other Obligations then outstanding together with all other amounts in respect thereof to the Lender Account, and the provisions of this Section 3.02(a) shall apply. (ii) Any prepayment of the Loan pursuant to Section 3.02(a)(i) shall include (A) with respect to any prepayment during the period commencing on the Closing Date and ending on April 30, 2022, all interest accruing or that would have accrued on the outstanding Principal Amount of the Loan during the period from the Prepayment Event Date until April 30, 2022 and (B) a prepayment premium equal to the amount indicated in the second column of the table below (determined as of the Prepayment Event Date): From the Closing Date to and including April 30, 2023 5.0% of the outstanding Principal Amount of the Loan as of the Prepayment Event Date From May 1, 2023 to and including April 30, 2024 2.5% of the outstanding Principal Amount of the Loan as at the Prepayment Event Date On and after May 1, 2024 1.0% of the outstanding Principal Amount of the Loan as at the Prepayment Event Date (iii) In addition to the amount in clause (ii) above, in connection with the prepayment in full of the Loan outstanding, any unpaid amounts in respect of such prepaid Loan not consisting of principal or Fixed Interest (i.e., any unpaid amounts for indemnification, tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) shall be immediately due and payable. (iv) The date of prepayment of the Loan and any other amounts due to Lender under this Section 3.02(a), shall be a Business Day not more than 10 Business Days following the occurrence of an Event of Defaultdate the Prepayment Trigger has occurred. Not less than 5 Business Days prior to such prepayment date, Borrower shall immediately pay provide to AgentLender a Notice of Prepayment showing the calculation of the amount to be prepaid and all other amounts payable in connection therewith under this Section 3.02(a). Such Notice of Prepayment shall constitute Borrower’s irrevocable commitment to prepay the Loan outstanding and all such other amounts on such prepayment date. (v) Notwithstanding anything in this Agreement or in any other Loan Document to the contrary, if the Loan shall remain outstanding after the fifth (5th) anniversary of the initial issuance thereof and the aggregate amount that would be includible in the gross income of a Lender with respect to the Loan (within the meaning of Section 163(i) of the Code or any successor provision) for payment to each Lender in accordance with its respective Pro Rata Share, the periods ending on or before any Interest Payment Date that occurs after such fifth (5th) anniversary (the “Aggregate Accrual”) would otherwise exceed an amount equal to the sum of: of (i) all outstanding principal the aggregate amount of interest to be paid (within the meaning of Section 163 (i) of the Term Credit Facility Code) under the Loan on or before such Interest Payment Date, and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason product of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party issue price (or Agent as loss payee or assigneedefined in Section 1273(b) receives any casualty proceeds of the Code) of the Loan and (B) the yield to maturity (interpreted in excess accordance with Section 163(i) of Five Hundred Thousand Dollars the Code) of the Loan ($500,000such sum, the “Maximum Accrual”), in respect then Borrower shall pay on each applicable Interest Payment Date occurring after such fifth (5th) anniversary that portion of assets upon which Agent maintained a Lienthe outstanding Principal Amount of the Loan necessary to prevent the Loan from constituting an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, up to an amount equal to one hundred percent the excess, if any, of the Aggregate Accrual over the Maximum Accrual (100%each such payment, the “AHYDO Payment”) and the amount of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of AHYDO Payment and any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds interest thereon shall be treated for U.S. federal income tax purposes as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal of interest to one hundred percent be paid (100%within the meaning of Section 163(i)(2)(B)(i) of the net cash proceeds Code) under the Loan. This provision is intended to prevent the Loan from being classified as an “applicable high yield discount obligation,” as defined in Section 163(i) of such asset disposition (net of out-of-pocket expenses the Code, and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsinterpreted consistently therewith.

Mandatory Prepayment. If (i) Promptly upon the Term Credit Facility is accelerated following incurrence of any Debt (other than capital lease obligations or the occurrence of an Event of DefaultIndebtedness) owed to a Person other than Bank, Borrower shall immediately pay make a prepayment to Agent, for payment to each Lender Bank in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) % of the net cash proceeds received by the Loan Parties from the incurrence of such asset Debt. (ii) Promptly upon the sale, transfer or disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such assetassets or property by any Loan Party (other than the sale of inventory in the ordinary course of business and the sale or disposal of obsolete, worn out or damaged equipment and inventory), Borrower shall make a prepayment to Bank in an amount equal to 100% of the net cash proceeds received by the Loan Parties from such sale, transfer or disposition; provided however, any net cash proceeds from the sale, transfer or disposition of assets of less than $5,000,000 in the aggregate received during any fiscal year of Borrower may be Reinvested by Borrower or such lesser portion as Agent shall elect to apply to Subsidiary if the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause following conditions are satisfied: (A). Notwithstanding ) promptly following the foregoingreceipt of such net cash proceeds, Borrower provides to Bank a reinvestment certificate stating (i1) (a) so long as that no Default or Event of Default has occurred and is continuing, Borrower shall have continuing either as of the option date of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds or as of the date of such reinvestment certificate, (2) that such proceeds have been received and (3) a description of the planned Reinvestment of such proceeds, (B) the Reinvestment of such proceeds is completed within 120 days and (bC) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has shall have occurred and is continuingbe continuing at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the periods provided above, Borrower shall have promptly pay such net cash proceeds to Bank to be applied in accordance with this Section 2(c). (iii) Promptly upon the option of reinvesting the proceeds issuance of any Transfers permitted Equity Interests in Borrower or any of its Subsidiaries (unless otherwise waived by Section 7.1(kBank in writing), Borrower shall make a prepayment to Bank in an amount equal to 50% of the net cash proceeds received by the Loan Parties from the issuance of such Equity Interests. (iv) Beginning with the fiscal year ending December 31, 2023 and for each fiscal year thereafter, on or before 45 days after the end of such fiscal year (“ECF Payment Date”), Borrower will calculate the amount of the Excess Cash Flow as of the end of such fiscal year (such amount of Excess Cash Flow referred to herein as the “ECF Amount”), and Borrower shall make a prepayment to Bank (an “Excess Cash Flow Payment”) in assets used or useful an amount equal to 25% of the ECF Amount; provided, however, that, beginning with the fiscal year ending December 31, 2024, in the event Borrower’s business; provided that (xSenior Funded Debt to EBITDA Ratio is less than 2.00 to 1.00, such prepayment shall not be required. All payments made under Section 2(c)(iv) any such assets and received by Bank shall be deemed Collateral applied in which Agent payment of the Indebtedness in the following order: first, to outstanding principal amount of the Loans under the Term Note (in inverse order of maturities until paid in full); second, to Bank’s costs and Lenders have been granted a first priority security interest expenses; third, to the outstanding principal amount of the loans under the Revolving Credit Note until paid in full; fourth, to prepay any outstanding Indebtedness, including providing cash collateral any undrawn letters of credit issued hereunder; fifth, to the outstanding principal amount of the Loans under the Equipment Note; and (ysixth, any remaining amount to the Borrower. Any such reductions in the amount of the Notes as provided in this Section 2(c)(iv) such reinvestment shall be in addition to all scheduled principal payments and optional payments. No prepayment penalty or premium shall be required with respect to any mandatory prepayment made (pursuant to this Section 2(c)(iv) or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit any voluntary prepayment of the Lenders, on account outstanding amounts of Notes as provided therein. All payments made under this Section 2(c) (other than under Section 2(c)(iv)) and received by Bank shall be applied in payment of the ObligationsIndebtedness in the following order: first, to Bank’s costs and expenses; second, to outstanding principal amount of the Loans under the Term Note (in inverse order of maturities until paid in full); third, to outstanding principal amount of the loans under the Revolving Credit Note until paid in full; fourth, to the outstanding principal amount of the Loans under the Equipment Note; fifth, to prepay any outstanding Indebtedness, including providing cash collateral any undrawn letters of credit issued hereunder; and sixth, any remaining amount to the Borrower. Any such reductions in the amount of the Notes as provided in this Section 2(c) shall be in addition to all scheduled principal payments and optional payments. No prepayment penalty or premium shall be required with respect to any mandatory prepayment made pursuant to this Section 2(c) or any voluntary prepayment of the outstanding amounts of Notes as provided therein.

Mandatory Prepayment. The Principal Debt is subject to mandatory prepayment from time to time as follows: (i) If the Term Credit Facility is accelerated following A Commitment Usage ever exceeds the occurrence Facility A Commitment, or if the Facility C Principal Debt ever exceeds the Facility C Commitment, or if the sum of an Event of Defaultthe Facility A Principal Debt, the Facility B Principal Debt and the Facility C Principal Debt, together with the LC Exposure, ever exceeds the Total Commitment, then Borrower shall immediately pay to Agent, for payment to each Lender prepay the Principal Debt in accordance with its respective Pro Rata Share, an the amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, that excess. (ii) Borrower shall prepay the Principal Debt in the amount of 100% of the cash proceeds (after selling expenses and taxes related thereto to the extent paid and any fees payable reserves for retained liabilities until such liabilities are extinguished) received by any Company from the disposition of any asset (including proceeds from the disposition of the stock of Subsidiaries and proceeds received as a result of any casualty (OTHER THAN proceeds used by such Company to repair or replace such casualty in a like-kind manner) and including installment payments under promissory notes or other non-cash consideration received by any Company for such asset), OTHER THAN proceeds of dispositions permitted by SECTIONS 9.10(a), (b), (c), (d), (e) and (g), within three Business Days after receipt of such proceeds. (iii) Borrower shall prepay the Fee Letter Principal Debt in the amount of 100% of any Funded Debt incurred by reason any Company after the date hereof (net of underwriting discounts and commissions and other costs associated therewith), OTHER THAN inter-Company Loans and Capital Lease obligations, simultaneously with the incurrence of such Debt. (iv) Borrower shall prepay the Principal Debt in the amount of 100% (if the ratio of Funded Debt, after giving effect to such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule to EBITDA for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) 12-month period ending on the date on which any Credit Party (last day of the immediately preceding month was greater than or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent 3.50 to 1.00) or 50% (100%if such ratio was less than 3.50 to 1.00) of such the cash proceeds (net of out-of-pocket expenses and, in underwriting discounts and commissions and other costs associated therewith) received by any Company from the case issuance and sale of property, repayment equity securities (OTHER THAN sales of Borrower's common stock to employees as a result of the exercise of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (Boptions with regard thereto) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection simultaneous with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds. Each prepayment under this SECTION 3.2(c) shall be accompanied by payment of any resulting Funding Loss and all accrued and unpaid interest on the principal amount prepaid. Subject to the provisions of SECTION 3.11, mandatory prepayments under this SECTION 3.2(c) shall be applied in the following order: FIRST to the Facility C Principal Debt (and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit matching reduction of the Lenders, on account Facility C Commitment); SECOND to installments of principal due under Facility B in the inverse order of maturity; and THIRD to the Facility A Principal Debt (and a matching reduction of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the ObligationsFacility A Commitment).

Mandatory Prepayment. If (a) In the Term Credit Facility event that a Borrowing Base Property (or any Separate Parcel that originally formed a part of a Borrowing Base Property) is accelerated following sold, transferred or released from the occurrence restrictions of an Event of DefaultSection 5.11 hereof, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Sharethis Agreement, the Borrower shall simultaneously with such sale, transfer or release, prepay an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaidevent of a sale or transfer, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) % of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), sale or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described transfer or in the foregoing clause (A)event of a release, such amount as shall be required for the Borrower to remain in compliance with this Agreement. 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 a property in violation of this Section 2.9 shall constitute an Event of Default. (ib) Any prepayment pursuant to this Section 2.9 shall be applied first to any Base Rate Loans then outstanding, then to any Euro-Dollar Loans with the shortest remaining Interest Periods. In connection with the prepayment of a Euro-Dollar Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 2.12. Each such prepayment shall be applied to prepay ratably the Loans of the Banks. Notwithstanding the foregoing, in the event any Mandatory Prepayment Event would result in the Borrower incurring expenses pursuant to Section 2.12, at Borrower's written request to be delivered on the date of any prepayment pursuant to this Section 2.9 (aif 30 36 Borrower fails to deliver such a request, then such expenses pursuant to Section 2.12, if any, shall be immediately due and payable), the Agent shall create an interest-bearing escrow account with Agent or Agent's designee to receive funds that would have been applied to pre-pay Euro-Dollar Loans prior to the end of the applicable Interest Periods, which funds will be held by Agent or Agent's designee until the earlier of (x) so long as no Default or an Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that hereunder (x) any in which event such replaced or repaired property funds shall be of equal immediately applied without notice to the outstanding Euro-Dollar Loans) or like value as the replaced or repaired Collateral, (y) any such replaced time as an Interest Period shall end whereupon the Agent shall apply such funds to pay the Euro-Dollar Loan relating to such expiring Interest Period or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) Agent has received a Notice of Borrowing with respect to such reinvestment shall be made (escrowed funds together with a certificate of the Borrower's chief financial officer or a binding commitment to make such reinvestment shall have been entered into) within one year after chief accounting officer certifying that upon the receipt distribution of such proceedsfunds to Borrower as new Loans, the Borrower will be in compliance with the requirements of Section 5.9 and (bcontaining information required by Section 5.1(c)(i) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) hereof to establish such compliance. (ac) so long as no Default or Event Any event referred to in Section 2.9(a) that results in a required prepayment of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Loans pursuant to this Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets 2.9 shall be deemed Collateral in which Agent and Lenders have been granted referred to as a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations"Mandatory Prepayment Event".

Mandatory Prepayment. (i) If at any time the Term unpaid principal balance of the Revolving Credit Facility is accelerated following Note exceeds the occurrence of an Event of DefaultBorrowing Base then in effect (a “Borrowing Base Deficiency”), then Borrower shall immediately pay either prepay the entire amount of such excess to AgentLender or pledge additional Agency Servicing Rights with a Market Value sufficient to eliminate such excess; provided, for payment to each however, that if a Borrowing Base Deficiency directly results from the Borrowing Base being revised by the Lender in accordance its commercially reasonable discretion, then Borrower shall, within five (5) days, either prepay the entire amount of such excess to Lender or pledge additional Agency Servicing Rights with its respective Pro Rata Share, an amount equal a Market Value sufficient to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, eliminate such excess. (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding Without limiting the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of if at any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that time (x) this Agreement or any such replaced other Loan Document shall cease to be in full force and effect or repaired property shall be of equal declared null and void or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property Lien created by the Loan Documents shall for any reason cease to be deemed Collateral in which Agent and Lenders have been granted a valid, first priority security interest and (z) such reinvestment shall perfected Lien upon any of the Collateral purported to be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceedscovered thereby, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shallthen, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuingLender, Borrower shall have make a mandatory prepayment of the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) Loan in assets used or useful in the Borrower’s business; provided that whole (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shallor, at the option of Agentthe Lender, in part) no more than thirty (30) days following the occurrence of (x) or (y) above. (iii) Without limiting the foregoing, if at any time (x) the validity or enforceability of this Agreement or any other Loan Document shall be payable to Agentcontested or challenged (in writing) by Borrower, for the ratable benefit any Obligated Party or any of their respective equity holders, or (y) Borrower or any Obligated Party shall deny (in writing) that it has any further liability or obligation under any of the LendersLoan Documents, then, at the option of the Lender, Borrower shall make a mandatory prepayment of the Loan in whole (or, at the option of the Lender, in part) within one (1) Business Day following the occurrence of (x) or (y) above. (iv) Without limiting the foregoing, if at any time any of the following events occurs (each such event, a “Mandatory Prepayment Event”), then, at the option of the Lender, Borrower shall make a mandatory prepayment of the Loan in whole (or, at the option of the Lender, in part) prior to or simultaneously with such Mandatory Prepayment Event: (i) the consummation of an Organic Change; or (ii) the occurrence of a Change of Control. Borrower shall give written notice to Lender of any Mandatory Prepayment Event not less than fifteen (15) nor more than sixty (60) days prior to the proposed closing date thereof, describing in reasonable detail such transaction and the proposed closing date. Upon receipt of such notice, Lender shall have a period of fifteen (15) days in which to notify Borrower of the principal amount of the Loan or portion thereof to be prepaid. Upon receipt of such notice from Lender, Borrower covenants and agrees that it shall prepay, on account the closing date of such transaction, the ObligationsLoan or a portion thereof subject to prepayment.

Mandatory Prepayment. If (i) If, during the Term Credit Facility is accelerated following period commencing on the occurrence date hereof and ending on June 30, 2016, the Investor places a bona fide purchase order with the Company for the purchase by Purchaser of an Event 300 units of Default, Borrower shall immediately pay to Agent, for payment to each Lender the MedCenter (as defined in the Amended POC Agreement) in accordance with its respective Pro Rata ShareSection 3.1(c)(ii) of the Amended POC Agreement (such order being the "Qualifying Order") and delivers the requisite deposit for such order, an amount equal in each case pursuant to the sum of: terms of the Amended POC Agreement (icollectively, the "First Milestone"), then, for a period of not more than thirty (30) all days following the achievement of the First Milestone, the Investor may deliver to the Company written demand for the prepayment of up to $5,000,000 of the then outstanding principal amount of the Term Credit Facility and all other Obligations, this Note plus interest accrued and unpaid interest thereon, . The Company shall make such prepayment no more than ten (10) days following the Company's receipt of the Investor's properly delivered written notice therefor. (ii) any fees payable under If the Fee Letter First Milestone is achieved, then, upon the completed installation of the 150th MedCenter unit ordered by reason of the Investor pursuant to the Qualifying Order, the Investor may, within thirty (30) days following such prepaymentinstallation, (iii) deliver to the Applicable Prepayment Fee as specified in the Credit Facility Schedule Company written demand for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election prepayment of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars (up to $500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party 5,000,000 of the proceeds then outstanding principal amount of this Note plus interest accrued thereon. For the avoidance of doubt, any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment prepayments in connection with the events described terms of this Section 1(c)(ii): (X) shall be in addition to any prepayments pursuant to Section 1(c)(i) and (Y) shall be payable regardless of whether the foregoing clause (AInvestor has made any previous demand for prepayment pursuant to Section 1(c)(i). Notwithstanding The Company shall make such prepayment no more than ten (10) days following the foregoingCompany's receipt of the Investor's properly delivered written notice therefor. (iii) In the event of a Change of Control, (i) (a) so long as no Default or Event the outstanding principal amount of Default this Note, plus all accrued and unpaid interest, that has occurred and is continuingnot otherwise been converted into equity securities pursuant to Section 4, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as due and payable upon the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt closing of such proceeds, and (b) after the occurrence and during the continuance Change of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the ObligationsControl.

Mandatory Prepayment. If (i) In the event of a Qualifying Transaction occurring after the First LMA Closing Date, Bank shall be entitled to request that Borrower prepay, on account of the outstanding principal amount of 2013 Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata ShareLoan Advances (plus all interest accrued thereon), an amount equal to the sum of: fifty percent (i50.0%) all outstanding principal of the Term Credit Facility Qualifying Proceeds in connection with such Qualifying Transaction. Borrower shall give Bank prior written notice of the Qualifying Transaction or of the potential occurrence of a Qualifying Transaction (it being understood that such notice shall not constitute any assurance that the potential Qualifying Transaction will in fact occur and all Borrower shall not be deemed to be in default of this Agreement should such potential Qualifying Transaction not occur), in any event, no later than the date of Borrower’s receipt of any portion of such Qualifying Proceeds. Borrower shall, within five (5) Business Days if requested by Bank by notice to Borrower given within sixty (60) days of Bank’s receipt of the above-referenced notice from Borrower, make such prepayment. For the sake of clarity, if, from time to time, Borrower receives an additional portion from such Qualifying Proceeds, then the above notice requirement and other Obligations, plus accrued and unpaid interest thereon, provisions apply equally to such additional Qualifying Proceeds. (ii) In the event that, after the First LMA Closing Date, Borrower makes a distribution to all of its shareholders (by way of dividend or otherwise) (without limiting any fees payable under provisions of this Agreement, including, without limitation, Section 7.6, provided however that no such distribution shall be made unless and until Borrower receives notice from Bank as provided below (or Bank fails to give such notice within the Fee Letter by reason fourteen (14) day period for Bank to give notice as provided below)), whether with respect to Qualifying Proceeds or otherwise, Borrower shall notify Bank thereof simultaneously with its notice to the public declaring the distribution (and in any case, at least fourteen (14) days prior to the date of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaidproposed distribution), and Borrower shall, simultaneously with the making of the distribution if requested by Bank by notice to Borrower given within fourteen (iv14) days of Bank’s receipt of the above-referenced notice from Borrower, repay the outstanding principal amount of 2013 Term Loan Advances (plus all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility interest accrued thereon) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100100.0%) of such proceeds distribution. (net iii) In the event of out-of-pocket expenses andan early prepayment whether at the request of Bank pursuant to Section 2.1.2(f)(i) above or at the request of Borrower pursuant to Section 2.1.2(d) above (the amount of principal and interest actually repaid in each such event, the “Early Prepayment Amount”), then Borrower shall be entitled to make a distribution to its shareholders in the aggregate amount up to the Early Prepayment Amount without the obligation to make any payment to Bank pursuant to Section 2.1.2(f)(ii) above (for the avoidance of doubt, Borrower would still be required to give Bank notice of such distribution in accordance with Section 2.1.2(f)(ii)). (iv) Notwithstanding the aforesaid, in the case of property, repayment of no event shall any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect amount repaid by Borrower to apply Bank pursuant to the Obligations; and mandatory prepayment under this Section 2.1.2(f) exceed the then existing outstanding principal amount of 2013 Term Loan Advances (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(kplus all interest accrued thereon)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property .” 5 The Loan Agreement shall be of equal or like value as amended by deleting the replaced or repaired Collateralfollowing text, (y) any such replaced or repaired property shall be deemed Collateral appearing in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.2.2 thereof:

Mandatory Prepayment. If any of the Term Credit Facility is accelerated following events or circumstances occurs (each, a “Prepayment Trigger Event”): (i) any representation or warranty of the occurrence Borrower set forth in any Loan Document, any Borrowing Notice, any financial statements or reports or projections or forecasts, or in connection with any transaction contemplated by any such document, shall prove in any material respect to have been false or misleading when made or furnished by the Borrower; (ii) failure of an Event the Borrower to pay when due, or failure to perform or observe any other obligation or condition with respect to any of Defaultthe following obligations to any Person, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to beyond any period of grace under the sum ofinstrument creating such obligation: (i) all outstanding principal any indebtedness for borrowed money or for the deferred purchase price of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereonproperty or services, (ii) any fees payable obligations under the Fee Letter by reason of such prepaymentleases which have or should have been characterized as Capital Leases, or (iii) any contingent liabilities, such as guaranties, for the Applicable obligations of others relating to indebtedness for borrowed money or for the deferred purchase price of property or services or relating to obligations under leases which have or should have been characterized as Capital Leases; provided that no such failure by Borrower will be deemed to be a Prepayment Fee as specified Trigger Event hereunder unless and until the aggregate amount owing under obligations with respect to which such failures have occurred and are continuing is at least U.S.$5,000,000; (iii) entry of (i) one or more judgments in an aggregate amount in excess of U.S.$5,000,000 against the Borrower, in each case not stayed, discharged or paid within thirty (30) days after entry or (ii) any non-monetary judgment, order, decree, award, settlement or agreement to settle (including any relating to any arbitration) is rendered against or agreed by the Borrower that (in the Credit Facility Schedule for the Credit Facility being prepaid, and aggregate) has had or could reasonably be expected to have a Material Adverse Effect; (iv) performance by the Borrower of any of its obligations under any Loan Document shall become unlawful; (v) any Governmental Authority shall: (i) take any action to condemn, seize, nationalize, expropriate or appropriate all or any substantial part of the Property of the Borrower (either with or without payment of compensation); or (ii) take any other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amountsaction that: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case aggregate, has had or could reasonably be expected to prevent or materially delay the performance or observance by the Borrower of propertyits obligations under the Loan Documents, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), including moratorium or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and foreign exchange control or similar regulations or (B) upon receipt by could reasonably be expected to prevent the Borrower from exercising normal control over all or any Credit Party substantial part of its Property; (vi) failure of the proceeds Borrower to comply with the covenants, promises, conditions or provisions of any asset disposition of personal property not made in the Ordinary Course of Business Sections 11.2, 11.9, 11.10, 11.15, 11.16, 11.18, 11.19 or Article 12 (other than Transfers permitted by excluding Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%12.8) of this Credit Agreement; or (vii) failure of the net cash proceeds Borrower to comply with any provision of this Credit Agreement or the other Loan Documents, and the failure to perform such obligation is not referred to elsewhere in this Section 6.5(b) or in Section 14.1, and such failure continues for thirty (30) days after Borrower learns of such asset disposition (net failure to comply, whether by Borrower's own discovery or through notice from the Administrative Agent; then without prejudice of out-of-pocket expenses and repayment the other provisions set forth herein, including under Article 14, the Administrative Agent, at the direction of any permitted purchase money debt encumbering such asset)the Required Lenders, or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option right to send a prepayment and cancellation notice ("Prepayment and Cancellation Notice") to the Obligors and the Obligors shall be required, within five (5) Banking Days of applying the proceeds delivery of such Prepayment and Cancellation Notice, to prepay all outstanding Advances together with such other amounts that are due and payable (without presentment, demand, protest or further notice of any casualty policykind, toward all of which are hereby expressly waived by the replacement or repair Obligors) and which are outstanding as at such date, including all accrued but unpaid interest and all Funding Losses applicable to such prepayment and (2) upon delivery of destroyed or damaged property; provided that (x) such Prepayment and Cancellation Notice pursuant to this Section 6.5(b), the rights of the Borrower to any such replaced or repaired property Advances shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsimmediately cancelled.

Mandatory Prepayment. 10.2.1 If any person or group of persons acting in concert gains control of the Term Credit Parent: 10.2.1.1 the Parent shall promptly notify the Facility is accelerated following Agent upon becoming aware of that event; 10.2.1.2 a Lender shall not be obliged to fund a Utilisation Request (except for a Rollover Loan)and the occurrence Facility Agent and the Parent shall consult about the change of an Event control; 10.2.1.3 if the Majority Lenders so require after a period of Default45 (forty-five) days from receipt of the notice referred to in clause 10.2.1.1 above, Borrower the Facility Agent shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal by notice to the sum of: Parent, (isuch notice to be delivered no later than 60 (sixty) days from receipt of the notice referred to in clause 10.2.1.1 above), cancel the Total Commitments and declare all outstanding principal of the Term Credit Facility Loans, together with accrued interest and all other Obligations, plus amounts accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become Finance Documents immediately due and payable, including Protective Advances. Additionallywhereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable; 10.2.1.4 if the Facility Agent does not serve the notice referred to in clause 10.2.1.3 above, at each Lender may by notice to the election Facility Agent which shall be delivered not earlier than 45 (forty-five) days nor later than 60 (sixty) days from receipt of Agentthe notice referred to in 10.2.1.1 above, Xxxxxxxx whereupon the Facility Agent shall prepay by notice to the Term Credit Facility in Parent (such notice to be delivered promptly after receipt of the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000Lender’s notification), cancel the Commitment of that Lender and declare the participation of that Lender in respect of assets upon which Agent maintained a Lienall outstanding Loans, an amount equal together with accrued interest thereon and all other amounts due to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses andLender under the Finance Documents immediately due and payable, in whereupon the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party Commitment of the proceeds Lender will be cancelled and all such outstanding amounts will become immediately due and payable. 10.2.2 For the purpose of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1clause 10.2.1 above, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.“control” means:

Mandatory Prepayment. If (a) Subject to the Term Credit Facility is accelerated following second succeeding sentence, the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender prepay the Bridge Loans ratably in accordance with its respective Pro Rata Sharethe aggregate outstanding principal balances thereof, with the Net Cash Proceeds of: (i) any direct or indirect public offering or private placement of the Debt Securities, or any debt or equity securities of the Borrower or the Parent, or any Subsidiary of the Borrower issued after the Closing Date (other than the securities listed on Schedule 2.4 hereto), (ii) the incurrence of any other Indebtedness by the Borrower or the Parent, or any Subsidiary of the Borrower after the Closing Date and (iii) any Asset Sale by the Borrower or the Parent, or any Subsidiary of the Borrower after the Closing Date (other than an Asset Sale permitted under Section 4.10 and subject to the requirements of the indentures of the Borrower and the Diamond Indentures, in each case, in existence as of the date hereof) (each of the transactions in the foregoing clauses (i), (ii) and (iii), a "Capital Markets Transaction"). With respect to any securities the net proceeds of which are used to redeem the Borrower's 9.9% Preferred Stock, Series A and/or the Borrower's 9.9% Preferred Stock, Series B (as described on Schedule 2.4 attached hereto), on the date that such securities are issued, the Borrower shall prepay the Bridge Loans in accordance with this Section 2.4 in an amount equal to the sum ofnet proceeds used or to be used to redeem the Borrower's 9.9% Preferred Stock, Series A and/or the Borrower's 9.9% Preferred Stock, Series B. The Bridge Loans prepaid by the Borrower in accordance with this Section 2.4 shall be paid in the following order of priority: (i) all outstanding principal first, the Series C Bridge Loans, second, the Series B Bridge Loans, and third, the Series A Bridge Loans. Subject to Section 2.6 and Section 2.7, the Borrower shall, not later than the fifth Business Day following any Capital Markets Transaction, apply such Net Cash Proceeds or excess available cash to prepay the Bridge Loans pursuant to this Section 2.4, without premium or penalty, by paying to each Lender an amount equal to 100% of such Lender's pro rata share of the Term Credit Facility and all other Obligationsaggregate principal amount of the Bridge Loans to be prepaid, plus accrued and unpaid interest thereon, thereon to the Prepayment Date. (iib) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified Subject to and in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses andaccordance with Section 4.13, in the case of property, repayment event of any permitted purchase money debt encumbering Change of Control, the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have offer to prepay the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment Loans pursuant to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations4.13.

Mandatory Prepayment. If (a) The provisions contained in Clause 2.8(b) (Unscheduled Mandatory Reductions) and Clause 2.9(b)(ii) (Mandatory Prepayments) of the Term Credit Multicurrency Agreement shall apply mutatis mutandis to this Agreement, such that the Bank receives its Pro Rata Share of any such repayment. (b) Without prejudice to any other reductions in the Facility is accelerated following Amount which are required to be made pursuant to the occurrence terms of an Event of Defaultthis Agreement, Borrower the Borrowers shall immediately pay to Agentreduce the Bank's commitments under the RBS Group Facilities by (Pounds)[] by February 28, for payment to each Lender 2002, by a further (Pounds)[] by February 28, 2003 and a further by (Pounds)[] by May 31, 2003. Once reduced in accordance with this Clause 8.4(b), the relevant commitments may not be increased. (c) If for any reason the outstanding obligations to the Bank under the RBS Group Facilities exceed its respective Pro Rata Sharecommitments, because of any limitation set forth in this Agreement or otherwise, the Borrowers shall immediately prepay Advances and/or deposit cash in an interest bearing cash collateral account held with the Bank in an aggregate amount equal to such excess (all interest accruing on such account being for the sum of: (i) all outstanding principal account of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, Borrowers prior to Enforcement). (iid) any fees payable under Any part of the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaidRBS Group Facilities which is prepaid pursuant to this Clause 8.4 may not be reborrowed, and (iv) all other sums that the Bank's commitment shall have become due be reduced accordingly, unless the prepayment was made because for a period of five consecutive business days, APW and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility its Subsidiaries held in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds aggregate collected funds in excess of Five Hundred Thousand Dollars $10,000,000. ($500,000)e) If on any Determination Date, the Bank shall have determined that the aggregate Sterling Amount of its outstanding obligations under the RBS Group Facilities exceeds its commitment under such facilities, due to a change in respect applicable rates of assets upon which Agent maintained a Lienexchange between Sterling and Optional Currencies, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in then the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent Bank shall elect to apply give notice to the Obligations; Parent that a prepayment is required and (B) upon receipt by any Credit Party the Borrowers shall make a prepayment so as to ensure that the Sterling Amount of the proceeds of any asset disposition of personal property not made in outstanding obligations under the Ordinary Course of Business RBS Group Facilities no longer exceeds the Bank's commitment under such facilities. (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)f) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses If and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided extent that any payment is properly due pursuant to this Clause 8.4, the Applicable Prepayment Fee shall not be applicable for Bank is hereby irrevocably and unconditionally authorised, unless prohibited from doing so by the Intercreditor Agreement, to debit any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) Borrowers in assets used or useful in the Borrower’s business; provided that (x) any order to effect such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationspayment.

Mandatory Prepayment. If the Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) The Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Lender that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans outstanding on such day. (ii) [intentionally omitted] (iii) [intentionally omitted] (iv) Immediately upon any Disposition by a Borrower or any of its Subsidiaries pursuant to Section 6.02(c)(ii) (other than clause (A) of such subsection), the Borrowers shall prepay the outstanding principal of the Term Credit Facility and all other ObligationsLoan A and, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay if the Term Credit Facility Loan A has been paid in full, then the following amounts: Term Loan B (Aor, if the Term Loans have been paid in full, the Revolving Loans) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) % of the Net Cash Proceeds received by the Parent or any of its Subsidiaries or Affiliates in connection with such proceeds (net Disposition. Upon the loss, destruction or taking by condemnation of out-of-pocket expenses any Collateral, the Borrowers shall prepay the outstanding principal of the Term Loan A and, if the Term Loan A has been paid in full, then the case of propertyTerm Loan B (or, repayment of any permitted purchase money debt encumbering if the property that suffered such casualty)Term Loans have been paid in full, or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (BRevolving Loans) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) % of the net cash proceeds of such asset disposition (received by the Parent its Subsidiaries or Affiliates in connection therewith, net of out-of-pocket any reasonable expenses incurred in collecting such net proceeds. Any prepayment of Revolving Loans pursuant to this Section 2.05(c)(iv) shall automatically and repayment immediately reduce the Revolving Credit Commitment permanently by an amount equal to such prepayment. (v) Upon the issuance or incurrence by the Parent, any Borrower or any of its Subsidiaries of any Indebtedness (except as permitted purchase money debt encumbering such assetby Section 6.02(b)), or such lesser portion the sale or issuance by the Parent or any of its Subsidiaries of any shares of its Capital Stock (except as Agent permitted by Section 6.02(1)), the Borrowers shall elect prepay the outstanding amount of the Term Loan A and, if the Term Loan A has been paid in full, then the Term Loan B (or, if the Term Loans have been paid in full, the Revolving Loans) in an amount equal to apply to 100% of the Obligations; provided that Net Cash Proceeds received by the Applicable Prepayment Fee Parent or any of its Subsidiaries or Affiliates in connection therewith. The provisions of this subsection (v) shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) deemed to be implied consent to any such replaced issuance, incurrence or repaired property sale otherwise prohibited by the terms and conditions hereof. Any prepayment of Revolving Loans pursuant to this Section 2.05(c)(v) shall be of automatically and immediately reduce the Revolving Credit Commitment permanently by an amount equal or like value as the replaced or repaired Collateral, (y) any to such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsprepayment.

Mandatory Prepayment. (i) The Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amounts of all Letter of Credit Obligations exceeds the lesser of (A) the Available Commitment and (B) 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 each of the Available Commitment and 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 Term Borrowers have complied with the first sentence of this Section 2.05(c), the aggregate Letter of Credit Facility Obligations is accelerated following greater than the occurrence lesser of an (A) the Available Commitment and (B) the then current Borrowing Base, the Borrowers shall provide cash collateral to the Administrative Agent in the amount of such excess, which cash collateral shall be deposited in the Cash Collateral Account and, PROVIDED that no Event of DefaultDefault shall have occurred and be continuing, Borrower 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. (ii) If at any time Fleet or Xxxxx Fargo Bank, N.A. releases any cash collateral pledged to such bank to secure any Fleet Letters of Credit or Existing Letters of Credit (as applicable), the Borrowers shall immediately pay cause the cash collateral so released to Agentbe paid directly to the Agent to be applied to prepay any Revolving Loans outstanding at such time (but the Commitments shall not be reduced thereby). (iii) If at any time Foothill releases all or any portion of the billable reserve paid to Foothill pursuant to Section 8 of the Foothill Assignment, for payment the Borrowers shall cause the amount so released to each Lender be paid directly to the Agent to be applied to prepay any Revolving Loans outstanding at such time (but the Commitments shall not be reduced thereby). (iv) Simultaneously with the receipt by any Loan Party of any tax refund, the Borrowers shall deposit an amount equal to such tax refund into the Cash Collateral Account. (v) Simultaneously with the receipt by any Loan Party of proceeds of any judgment, settlement or other consideration of any kind in accordance connection with its respective Pro Rata Shareany action, suit, arbitration or proceeding by such Person, the Borrowers shall deposit an amount equal to the sum of: (i) all outstanding principal of net proceeds received into the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Cash Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the ObligationsAccount.

Mandatory Prepayment. If In addition to and without limiting Section 2.16 of the Term Credit Agreement, the Borrower shall or shall cause: (a) the net proceeds of any equity securities issued by the Borrower or any of its Subsidiaries (other than Excluded Equity Issues); (b) the net proceeds of any Debt issued by the Borrower or any of its Subsidiaries (other than Excluded Debt Issues); and (c) except for Permitted Dispositions, the net proceeds of disposition of any property or assets sold, leased, transferred or otherwise disposed of by the Borrower or any of its Subsidiaries, to be applied to the repayment of Loans outstanding under the Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance (together with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (iiand fees thereon and other Obligations relating thereto) within 4 Banking Days after receipt by the Borrower or any fees payable under the Fee Letter by reason of its Subsidiaries of any such prepayment, (iii) the Applicable Prepayment Fee as specified proceeds. Any such repayment shall result in a permanent reduction of the Credit Facility Schedule for to the Credit Facility being prepaid, extent of such repayment and (iv) all other sums that the Borrower shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which not be entitled to make any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), further Drawdown in respect of assets upon which Agent maintained a Lienand to the extent of any such repayment. The Borrower shall comply with the provisions of Sections 2.15 and 2.17 of the Credit Agreement with respect to each repayment required pursuant to this Section 3.6 and the provisions of Sections 2.15 and 2.17 of the Credit Agreement shall apply thereto, an amount equal mutatis mutandis, including (for certainty) the obligation of the Borrower to one hundred percent (100%make payments pursuant to Section 2.17(1) of such proceeds (net the Credit Agreement in respect of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering Libor Loan on other than the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party last day of the proceeds applicable Interest Period and the obligation of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Borrower to provide cash collateral pursuant to Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%2.17(3) of the net cash proceeds Credit Agreement in respect of such asset disposition (net of out-of-pocket expenses and the repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsunmatured Bankers’ Acceptances.

Mandatory Prepayment. If (a) In the Term Credit Facility event that the Mortgaged Property described in Exhibit B --------- hereto as the "Retail Parcel" (the "Retail Property") is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender sold in accordance with its respective Pro Rata Share--------------- Section 3.4(cd) hereof, an amount equal the Borrower shall simultaneously with such sale, prepay to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Lead Agent, for the ratable benefit of the Lenders, on account of the Obligations and Banks, the amount of $2,500,000. In the event that the Mortgaged Property described in Exhibit B hereto as the --------- "Apartment Parcel" (iithe "Apartment Property") (ais sold in accordance with Section ------------------ 3.4(cd) so long as no Default or Event of Default has occurred and is continuinghereof, the Borrower shall have simultaneously with such sale, prepay to the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Lead Agent, for the ratable benefit of the Lenders, on account of the ObligationsBanks, the amount of $1,500,000. (b) In the event that the closing of initial public offering (the "IPO Closing") of the equity interests in Xxxxxx Realty Corporation occurs ------------ after the Closing Date, the Borrower shall, simultaneously with such IPO Closing, prepay to the Lead Agent, for the account of the Banks, the amount of $4,000,000. Upon the Borrower's payment of such amount, the Retail Property and the Apartment Property shall be released in accordance with the provisions of Section 3.4(c) hereof. (c) All Net Operating Income for the most recent preceding month, after payment of interest expense and set aside of reserves reasonably approved by the Lead Agent, and after payment of all costs incurred in connection with Tenant Improvement, Tenant Work Allowances, Tenant Expenses, and other Capital Expenditures, in all cases as reasonably approved by the Lead Agent, shall be paid to the Lead Agent. All such amounts shall be paid to the Lead Agent within fifteen (15) days after the Domestic Business Day of each month on which Borrower delivers the monthly report required under Section 5.1(a) hereof, in reduction of the outstanding Loans (to be applied first to Base Rate Loans and then to Euro-Dollar Loans), and otherwise in accordance with the terms and provisions of the Cash Collateral Agreement.

Mandatory Prepayment. If The Loans shall be prepaid and/or the Term Credit Facility is accelerated following Commitments shall be permanently reduced in the occurrence of an Event of Defaultamounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below: (a) The Borrower shall immediately pay to Agent, for payment to each Lender prepay the Loans in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) % of the net cash proceeds of such asset the sale, transfer, disposition (net of out-of-pocket expenses and repayment or loss of any permitted purchase money debt encumbering such asset), including the Total Loss or such lesser portion as Agent sale of a Ship. Such repayment shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, made: (i) in the case of a sale of a Ship, on or before the date on which the sale is completed; (aii) so long as no Default or Event in the case of Default has occurred a Total Loss of a Ship, on the earlier of the date falling 150 days after the Total Loss Date and is continuing, Borrower shall have the option date of applying receipt by the Security Trustee of the proceeds of insurance or other compensation relating to such Total Loss; and (iii) in any casualty policyother case, toward on the replacement or repair date of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and . (b) after On the occurrence date of receipt thereof, the Borrower shall repay the Loans in an amount equal to 100% of the net proceeds from the issuance of any Financial Indebtedness of any Obligor other than Financial Indebtedness that is permitted under Clause 22.9; (c) On the date of receipt thereof, the Borrower shall repay the Loans in an amount equal to seventy-five percent (75%) of the aggregate amount of any Equity received by the Borrower (the 25% of the aggregate amount of such Equity received and during not required to be applied to prepayment being a “Retained Equity Amount”); (d) In the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, event that there shall be Excess Cash as at the option last day of Agentany Accounting Period (an “Excess Cash Testing Date”), be payable no later than ten (10) Business Days after such Excess Cash Testing Date: (i) if the Collateral Coverage Ratio as at such Excess Cash Testing Date is greater than or equal to Agent80%, for the ratable benefit Borrower shall repay the Loans in an amount equal to 100% of the Lenders, on account of the Obligations and any Excess Cash; and (ii) if the Collateral Coverage Ratio as at such Excess Cash Testing Date is less than 80%, the Borrower shall repay the Loans in an amount equal to 80% of any Excess Cash (the 20% of Excess Cash not required to be applied to prepayment being a “Retained Excess Cash Amount”). Concurrently with any repayment of the Loans pursuant to this paragraph (d) (or, if no such prepayment and reduction is made with respect to an Excess Cash Testing Date, by no later than ten (10) Business Days after such Excess Cash Testing Date), the Borrower shall deliver to the Agent a certificate, signed by the chief financial officer and the chief executive officer of the Borrower, demonstrating in reasonable detail the calculation of the amount of Excess Cash as at the applicable Excess Cash Testing Date. (e) All amounts prepaid under paragraphs (a), (b), or (c) so long as no Default shall be applied in the following order: (i) first, in or Event towards payment pro rata of Default has occurred any Term Loans then outstanding, until the Term Loans have been repaid in full (and the Term Facility Commitments of the Lenders shall be reduced pro rata in an equivalent amount); (ii) second, in or towards payment pro rata of any PIK Loans then outstanding, until the PIK Loans have been repaid in full; and (iii) third, in or towards payment pro rata of any Revolving Loans then outstanding (and the Revolving Facility Commitments of the Lenders shall be reduced pro rata in an equivalent amount). (f) All amounts prepaid under paragraph (d) shall be applied: (i) first, in or towards payment pro rata of any Revolving Loans then outstanding (without reducing the Revolving Facility Commitments); (ii) second, in or towards payment pro rata of any Term Loans then outstanding, until the Term Loans have been repaid in full (and the Term Facility Commitments of the Lenders shall be reduced pro rata in an equivalent amount); and (iii) third, in or towards payment pro rata of any PIK Loans then outstanding, until the PIK Loans have been repaid in full. (g) On the third Business Day of each week, if any Revolving Loan is continuingoutstanding, the Borrower shall have immediately repay the option of reinvesting Revolving Loans to the proceeds of any Transfers permitted by Section 7.1(kextent that: (i) the Group’s actual aggregate free cash on that date exceeds $10,000,000; and (ii) the Cash Flow Forecast delivered on that date pursuant to Clause 19.4(g) (Information: miscellaneous) shows that prepayment would not cause the Group’s projected free cash to fall below $10,000,000 in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and aggregate during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsseven days after that date.

Mandatory Prepayment. If the Term Credit Facility is accelerated following the occurrence of an Event of Default, (a) The Borrower shall immediately pay to Agent, for payment to each Lender prepay the Loans ratably in accordance with its respective Pro Rata Sharethe aggregate outstanding principal balances thereof, an amount equal to with the sum Net Cash Proceeds of: (i) all outstanding principal any direct or indirect public offering or private placement of the Term Credit Facility Permanent Securities, or any other debt or equity securities of either of Newco or the Borrower other than (a) the Equity Financing, (b) any cash contribution by Xxxxxxx or Xxxx to the common equity of Newco, (c) any issuance of directors' qualifying shares and all (d) any issuance or sale of common stock (or common stock equivalents) of Newco to officers and employees under employee benefit or compensation plans, (ii) the incurrence of any other ObligationsIndebtedness by any of Newco or the Borrower (other than Indebtedness permitted to be incurred under Section 4.6) and (iii) any Asset Sale by any of Newco or the Borrower (each of the transactions in the foregoing clauses (i), (ii) and (iii), a "Capital Markets Transaction"). Newco or the Borrower shall, not later than the fourth Business Day following the receipt of the Net Cash Proceeds of any Capital Markets Transaction, prepay the Loans pursuant to this Section 2.5, without premium or penalty, by paying to each Lender an amount equal to 100% of such Lender's pro rata share of the aggregate principal amount of the Loans to be prepaid, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply thereon to the Obligations; and (BPrepayment Date. Any amounts to be applied pursuant to Section 2.5(a) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy prepay LIBOR Loans shall, at the option of Agentthe Borrower, be payable applied to prepay LIBOR Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Paying Agent shall apply any cash deposited in the Prepayment Account to prepay LIBOR Loans on the last day of their Interest Period (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans have been prepaid or until all the cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term Prepayment Account" shall mean an account established by the Borrower with the Paying Agent and over which the Paying Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph. The Paying Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments of the kind specified in clauses (a), (b) and (c) of the definition thereof that mature prior to the last day of the applicable Interest Period of the LIBOR Loans to be prepaid; provided, however, that (i) the Paying Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Paying Agent to be in, or would result in, any violation of any law, statute, rule or regulation and (ii) the Paying Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if an Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Paying Agent for any losses relating to the investments so that the amount available to prepay LIBOR Loans on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, 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. If the maturity of the Loans has been accelerated pursuant to Article VII, the Paying Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Paying Agent, for its benefit and the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful a security interest in the Prepayment Account to secure the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations's obligations hereunder.

Mandatory Prepayment. If the Term Credit Facility is accelerated following (a) The Borrower shall, upon the occurrence of an any Trigger Event (as such term is defined in sub-clause (b) of Defaultthis Clause 6.2) and subject to Clause 6.2(h), deposit all Revenues arising from such Trigger Event in the Revenue Account immediately upon receipt thereof. On the last day of the Interest Period in which the Revenues deriving from a Trigger Event have been deposited into the Revenue Account as aforesaid, the Bank shall apply the amount of such Revenues required to be prepaid pursuant to this Clause 6.2, in prepayment as follows: (i) first, against Tranche A Advances; and (ii) thereafter, against Tranche B Advances. (b) For the purposes of this Clause 6.2 (Mandatory Prepayment) each of the following events constitutes a Trigger Event: (i) any public offering or private placement of any securities of the Borrower, or any Borrower Funded Subsidiary; (ii) a merger or consolidation of the Borrower or any Borrower Funded Subsidiary with any other entity; (iii) a sale, assignment, lease, or other disposal of (whether in one transaction or a series of transactions) any of the assets of the Borrower or any Borrower Funded Subsidiary assets including any shareholdings in any such Borrower Funded Subsidiary and any intellectual property to any person or entity; (iv) a sale of any asset of the Borrower or Borrower Funded Subsidiary; (v) a Refinancing of any debt of the Borrower or any Borrower Funded Subsidiary; or (vi) the receipt by the Borrower of any Distributions; or (vii) the exercise by EBRD of the EBRD Conversion Option. (c) Upon any Refinancing of the Initial Commercial Centers at such time as the Net Loan Amount is $40,000,000 (forty million US Dollars) or more, the total Revenues from such Refinancing shall immediately pay to Agent, for payment to each Lender be paid into the Revenue Account and applied in accordance with its respective Pro Rata Share, an amount equal to the sum of: (iClause 6.2(a) until such time as all outstanding principal Tranche B Advances have been repaid in full, provided that, should the aggregate Revenues from the Refinancing of the Term Credit Facility and all other ObligationsInitial Commercial Centers exceed US$57,000,000 (fifty seven million US Dollars), plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule excess Revenues shall be deemed to be a "future Refinancing" for the Credit Facility being prepaid, and purposes of sub-clause (ivd) all other sums that shall have become due and payable, including Protective Advances. Additionally, at below. (d) Upon the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment Refinancing of any permitted purchase money debt encumbering the property that suffered such casualty)Project, a Borrower Funded Subsidiary or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business Plaza Centers (other than Transfers permitted by Section 7.1the Initial Commercial Centers) or any future Refinancing of the Initial Commercial Centers at such time as the Net Loan Amount is $40,000,000 (forty million US Dollars) or more, except for Transfers permitted under Section 7.1(kthe Borrower shall subject to Clause 6.2(h)) an amount equal to one hundred , procure that forty percent (10040%) of the net cash proceeds of Revenue from such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset)Refinancing, or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, less: (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds any sums in prepayment of any casualty policy, toward senior construction loans or any refinancing loans in place prior to the replacement or repair of destroyed or damaged property; provided that (x) any date hereof in relation to such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and Project; (ii) reasonable expenses, costs and commissions incurred in respect of the award of the Refinancing Facility; and (aiii) so long as no Default or Event of Default has occurred and is continuingother expenses approved by the Bank, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral paid into the Revenue Account and applied in which Agent and Lenders have been granted accordance with Clause 6.2(a). (e) Upon: (i) a first priority security interest and sale of Plaza Centers (yin whole or in part); or (ii) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance sale of a Default Project (in whole or Event in part), including the sale of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit or part of the Lenders, on account shares of the Obligations.Borrower Funded Subsidiary which is the owner of the relevant Project; or

Mandatory Prepayment. If the Term Credit Facility is accelerated following 9.1 The Borrower shall upon the occurrence of an Event (i) a Trade Sale or (ii) a Flotation or (iii) a Change of DefaultControl prepay the Loan, Borrower shall immediately pay to Agent, for payment to each Lender together with accrued interest and fees and any other sums then outstanding under this Agreement in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal provisions of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that this Clause 9. 9.2 The Borrower shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses without undue delay and, in any event, at least ten Business Days prior to completion thereof inform the case Lender through written notice of propertythe occurrence of a Trade Sale or a Flotation or a Change of Control. 9.3 Following a notice from the Borrower pursuant to Clause 9.2, the Lender shall be entitled to send a written notice to the Borrower requesting payment and specifying the account to which repayment of the Loan shall be made. 9.4 The Borrower shall then be obliged, within thirty (30) days of the date of the notice in Clause 9.3, to prepay the Loan together with accrued interest and the fees and any permitted purchase money debt encumbering other sums outstanding under this Agreement. Further, the property that suffered such casualty), or such lesser portion of such proceeds as Agent Borrower shall elect always be entitled to apply repay the Loan at any time to the Obligations; and account specified in Clause 12 (B) upon unless in receipt of instructions that payment shall be made to another account as specified by any Credit Party of the proceeds of any asset disposition of personal property not made Lender in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply notice delivered to the Obligations; provided that Borrower pursuant to Clause 9.3). 9.5 In the Applicable Prepayment Fee event mandatory prepayment is made pursuant to this Clause 9, during the first or the second year after the Closing Date, the Borrower shall not be applicable for any pay the Lender a prepayment in connection with the events described in the foregoing clause (A)fee. Notwithstanding the foregoingSuch fee shall, (i) (a) so long as no Default where prepayment is made on or Event before the first anniversary of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of AgentClosing Date, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and GBP 800,000 or (ii) (a) so long as no Default or Event where prepayment is made before the second anniversary of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year Closing Date but after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit first anniversary of the LendersClosing Date be, on account of the ObligationsGBP 400,000.

Mandatory Prepayment. If disposals 7.4.1. The Original Borrower shall notify the Term Credit Facility is accelerated Agent in writing (the Disposal Notice) no later than 5 (five) Business Days after any Excess Disposal Proceeds are determined. 7.4.2. Unless otherwise agreed between the Facility Agent (acting on the instruction of the Majority Lenders) and the Original Borrower, the Original Borrower shall apply the Excess Disposal Proceeds to prepay the Loans of each Lender on the Interest Payment Date immediately following the occurrence of an Event of Defaultdate on which any Excess Disposal Proceeds are determined, Borrower shall immediately pay to Agentby applying the Excess Disposal Proceeds as follows: 7.4.2.1. first, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal repayment of the Term Credit Facility and all other Obligations, plus A Loan until such time as the Facility A Loan (together with accrued and unpaid interest thereon) is repaid in full, by applying the Excess Disposal Proceeds to the Repayment Instalments in inverse order of maturity; 7.4.2.2. and thereafter to the repayment of Facility B Loans (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaidtogether with accrued and unpaid interest thereon), and (iv) all other sums that the Commitments of the Lenders under Facility B shall have become due and payable, including Protective Advancesbe rateably reduced by an equal amount. 7.4.3. Additionally, at the election of Agent, Xxxxxxxx Any such prepayment shall prepay the Term Credit Facility in the following amounts: (A) be made with accrued interest on the date on which amount prepaid and, subject to Breakage Costs, without premium or penalty. 7.4.4. For purposes hereof, Excess Disposal Proceeds means any Credit Party cash consideration received (including any amount received in repayment of intercompany debt or Agent as loss payee redemption or assigneereduction of shares, all in connection with that disposal) receives by any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), Obligor in respect of assets upon which Agent maintained a Liendisposal envisaged in Clause 1.1.118.6.1 that, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) after deducting (a) so long as no Default or Event of Default has occurred any costs and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided expenses incurred by such Obligor with respect to that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceedsdisposal, and (b) after any Tax incurred and required to be paid by the occurrence seller in connection with that disposal, are in excess of ZAR250,000,000 (Two Hundred and during Fifty Million Rand) (the continuance Net Disposal Proceeds), other than any portion of such Net Disposal Proceeds: 7.4.4.1. in respect of which the Facility Agent has received a Default or Event of Default, all proceeds payable under such casualty policy shall, at written letter signed by the option of Agent, be payable to Agent, for the ratable benefit Chief Financial Officer of the Lenders, on account Original Borrower and 1 (one) other director of the Obligations Original Borrower within 6 (six) Months of receipt by the relevant Obligor of the Net Disposal Proceeds, confirming that such portion of the Net Disposal Proceeds have been committed and (ii) (a) so long as no Default or Event will be used to fund capital expenditure of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful Group in the Borrower’s business; provided that ordinary course of business of the Group within 24 (xtwenty-four) any Months of receipt thereof and specifying the capital expenditure to be funded by such assets shall be deemed Collateral in which Agent Net Proceeds and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt timing of such proceeds, capital expenditure in reasonable detail; and 7.4.4.2. which proceeds identified in the letter referred to in Clause 7.4.4.1 are used substantially in accordance with the terms of and (b) after the occurrence and during timelines set out in the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable letter referred to Agent, for the ratable benefit in Clause 7.4. 4.1 to fund capital expenditure of the Lenders, on account Group in the ordinary course of business of the ObligationsGroup within 24 (twenty-four) Months of receipt thereof.

Mandatory Prepayment. If at any time from and after the Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum ofClosing Date: (i) all outstanding principal the Borrower merges or consolidates with another Person and the Borrower is not the surviving entity, or (ii) the Borrower or any Consolidated Subsidiary or any Minority Holding sells, transfers, assigns or conveys assets, the book value (of the Term Credit Facility Borrower) of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, or conveyances would cause the Capitalization Value immediately after such sale to be less than 75% of the Capitalization Value set forth in the Compliance Certificate delivered pursuant to SECTION 5.1(j); PROVIDED, that for purposes of this clause (ii) only, the phrase "sells, transfers, assigns or conveys" shall not include (A) sales or conveyances among the Borrower and all other Obligationsany Consolidated Subsidiaries, plus accrued (B) mortgages secured by Real Property, or (C) sales or conveyances of Securities in the Borrower or TMC or in newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of Real Property; or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and unpaid interest thereonits Consolidated Subsidiaries exceeds 20% of the Capitalization Value (the date any such event in (i), (ii) any fees payable under the Fee Letter by reason of such prepayment, or (iii) shall occur being the Applicable Prepayment Fee as specified in "PREPAYMENT DATE") the Revolving Credit Facility Schedule for Commitments shall be terminated and the Credit Facility being prepaid, and (iv) all other sums that Borrower shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall be required to prepay the Term Loans in their entirety and return any outstanding Letters of Credit Facility in as if the following amounts: (A) Prepayment Date were the Revolving Credit Termination Date. The Borrower shall make such prepayment on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply Prepayment Date together with interest accrued to the Obligations; and (B) upon receipt by any Credit Party date of the proceeds of any asset disposition of personal property not made in prepayment on the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an principal amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in prepaid. In connection with the events described in prepayment of any Loan prior to the foregoing clause (Amaturity thereof, the Borrower shall also pay any applicable expenses pursuant to SECTION 4.2(f). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any Each such replaced or repaired property prepayment shall be of equal or like value as applied to prepay ratably the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit Loans of the Lenders, on account of the Obligations and (ii. Amounts prepaid pursuant to this SECTION 3.1(d) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall may not be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsreborrowed.

Mandatory Prepayment. If the Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay use to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to prepay the sum of: (i) all outstanding principal of the Term Credit Facility Loan all cash net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all other Obligations, plus accrued and unpaid interest thereonor any part of its assets outside the ordinary course of business if the cash net proceeds of such disposition exceeds $150,000, (ii) any fees payable under the Fee Letter by reason of such prepaymentDebt not permitted to be incurred hereunder, or (iii) any insurance claim. Prepayment made pursuant to this Section 4.2. (b) shall be applied to the Applicable Prepayment Fee as specified Term Loan in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election inverse order of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A)maturity. Notwithstanding the foregoing, no prepayment shall be required for (iw) the transfer of assets by any Borrower or Guarantor to any other Borrower or Guarantor; (ax) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $50,000, the Agent shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided, that in no event shall such amount exceed $100,000; and (z) any reason pursuant to this Section 4.2(b) until such time as a cash payment with respect to the event triggering such prepayment obligation has been made. Notwithstanding the foregoing, an Equity Raise shall not be subject to a mandatory prepayment under this Section 4.2. (b) , so long as no Default or Event of Default has occurred and is continuing, Borrower shall have exists at the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt time of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the ObligationsEquity Raise.

Mandatory Prepayment. If (i) Promptly upon the Term Credit Facility is accelerated following the occurrence incurrence of an Event of Defaultany Debt (other than capital lease obligations) owed to a Person other than Bank, Borrower shall immediately pay make a prepayment to Agent, for payment to each Lender Bank in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) % of the net cash proceeds received by the Loan Parties from the incurrence of such asset Debt. (ii) Promptly upon the sale, transfer or disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such assetassets or property by any Loan Party (other than the sale of inventory in the ordinary course of business and the sale or disposal of obsolete, worn out or damaged equipment and inventory), Borrower shall make a prepayment to Bank in an amount equal to 100% of the net cash proceeds received by the Loan Parties from such sale, transfer or disposition; provided however, any net cash proceeds from the sale, transfer or disposition of assets of less than $5,000,000 in the aggregate received during any fiscal year of Borrower may be Reinvested by Borrower or such lesser portion as Agent shall elect to apply to Subsidiary if the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause following conditions are satisfied: (A). Notwithstanding ) promptly following the foregoingreceipt of such net cash proceeds, Borrower provides to Bank a reinvestment certificate stating (i1) (a) so long as that no Default or Event of Default has occurred and is continuing, Borrower shall have continuing either as of the option date of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceedsproceeds or as of the date of such reinvestment certificate, (2) that such proceeds have been received and (b3) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit description of the Lendersplanned Reinvestment of such proceeds), on account (B) the Reinvestment of the Obligations such proceeds is completed within 120 days and (iiC) (a) so long as no Default or Event of Default has shall have occurred and is continuingbe continuing at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the periods provided above, Borrower shall have promptly pay such net cash proceeds to Bank to be applied in accordance with this Section 2(c). (iii) Following satisfaction of the option of reinvesting Operating Reserve Account Release Conditions, promptly upon the proceeds issuance of any Transfers permitted Equity Interests in Borrower or any of its Subsidiaries (unless otherwise waived by Section 7.1(kBank in writing), Borrower shall make a prepayment to Bank in an amount equal to 50% of the net cash proceeds received by the Loan Parties from the issuance of such Equity Interests. (iv) Beginning with the fiscal year ending December 31, 2023 and for each fiscal year thereafter, on or before 45 days after the end of such fiscal year (“ECF Payment Date”), Borrower will calculate the amount of the Excess Cash Flow as of the end of such fiscal year (such amount of Excess Cash Flow referred to herein as the “Original ECF Amount”), and Borrower shall make a prepayment to Bank (an "Excess Cash Flow Payment") in assets used or useful an amount equal to 50% of the Original ECF Amount; provided, however, that in the event Borrower’s business; provided that Senior Funded Debt to EBITDA Ratio is less than 1.50 to 1.00, such prepayment shall not be required. Furthermore, upon receipt of the audited financial statements required to be delivered under Section 4(a)(i) for such fiscal year, Borrower will re-calculate the amount of the Excess Cash Flow as of the end of such fiscal year (x) any such assets amount of Excess Cash Flow referred to herein as the “Adjusted ECF Amount”), and Borrower agrees to each of the following: A. If the Original ECF Amount exceeds the Adjusted ECF Amount, then on the ECF Payment Date for the next succeeding fiscal year, the Excess Cash Flow Payment due for such next succeeding fiscal year shall be deemed Collateral reduced by an amount equal to the lesser of (1) the resulting decrease in which Agent the amount of Excess Cash Flow Payment if such payment had been calculated based on the Adjusted ECF Amount or (2) 15% of EBITDA for such fiscal year. B. If the Adjusted ECF Amount exceeds the Original ECF Amount, then within 30 days following the calculation of the Adjusted ECF Amount, Borrower shall make an additional prepayment to Bank in an amount equal to the resulting increase in the Excess Cash Flow Payment if such payment had been calculated based on the Adjusted ECF Amount. All payments made under Section 2(c)(iv) and Lenders have been granted a first priority security interest and (y) such reinvestment received by Bank shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit applied in payment of the LendersIndebtedness in the following order: first, on account to outstanding principal amount of the ObligationsLoans under the Term Note (in inverse order of maturities until paid in full); second, to Bank's costs and expenses; third, to the outstanding principal amount of the loans under the Revolving Credit Note until paid in full; fourth, to prepay any outstanding Indebtedness, including providing cash collateral any undrawn letters of credit issued hereunder; and fifth, any remaining amount to the Borrower. Any such reductions in the amount of the Notes as provided in this Section 2(c)(iv) shall be in addition to all scheduled principal payments and optional payments. No prepayment penalty or premium shall be required with respect to any mandatory prepayment made pursuant to this Section 2(c)(iv) or any voluntary prepayment of the outstanding amounts of Notes as provided therein. All payments made under this Section 2(c) (other than under Section 2(c)(iv)) and received by Bank shall be applied in payment of the Indebtedness in the following order: first, to Bank's costs and expenses; second, to outstanding principal amount of the Loans under the Term Note (in inverse order of maturities until paid in full); third, to outstanding principal amount of the loans under the Revolving Credit Note until paid in full; fourth, to prepay any outstanding Indebtedness, including providing cash collateral any undrawn letters of credit issued hereunder; and fifth, any remaining amount to the Borrower. Any such reductions in the amount of the Notes as provided in this Section 2(c) shall be in addition to all scheduled principal payments and optional payments. No prepayment penalty or premium shall be required with respect to any mandatory prepayment made pursuant to this Section 2(c) or any voluntary prepayment of the outstanding amounts of Notes as provided therein.

Mandatory Prepayment. Subject in each case to the terms of the -------------------- Intercreditor Agreement: (a) If Citadel Cinemas exercises the Purchase Option (as defined in the Lease Agreement), the Borrower shall prepay all Obligations in full on the Purchase Option Closing Date (as defined in the Lease Agreement); provided that, if Citadel Cinemas shall fail or refuse to close, then the Borrower shall have no obligation to prepay as herein set forth; and (b) If the Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately receive and, pursuant to the terms of the Lease Agreement, be entitled to retain any insurance proceeds resulting from damage to any of its Assets (including proceeds of insurance maintained by Citadel Cinemas), or proceeds resulting from any Taking (as defined in the Lease Agreement) or shall receive a payment pursuant to clause (i) of paragraph (c) of Section 19 of the Lease Agreement, the Borrower shall use the full amount of such sums, after payment of any out- of-pocket expenses incurred by the Borrower in connection therewith, to pay (i) first, any outstanding principal amount of the Nationwide Indebtedness, and (ii) second, any outstanding principal amount of the Indebtedness under this Agreement; provided, however, that, with the prior written approval of Nationwide (which it may elect to Agentgrant or withheld in its sole discretion), the Borrower may apply all of such sums to prepay the principal Indebtedness outstanding hereunder until paid in full, in which event all such excess shall be applied in reduction of the principal balance of the Nationwide Indebtedness; provided, further, that, if at the time of the Borrower's receipt of any of the aforesaid sums, there is no amount then outstanding hereunder or less than the full amount has been drawn hereunder, the Borrower shall utilize such sums to prepay other Indebtedness (or distribute such sums to its sole Member for payment such use) or the Nationwide Indebtedness and, to each Lender the extent that such sums are applied in accordance with its respective Pro Rata Sharereduction of the principal of such other Indebtedness (or so used by such Member), the Commitment hereunder shall be reduced dollar for dollar. (c) If the Acquisition Cost (as defined in the Lease Agreement) is reduced by the Acquisition Cost Adjustment (as defined in the Lease Agreement) as a result of the termination of the Sub-Management Agreement, then (i) the Commitment shall be reduced by an amount equal to the sum of: (i) all outstanding principal lesser of the Term Credit Facility Acquisition Cost Adjustment and all other Obligations, plus accrued the unused Commitment and unpaid interest thereon, (ii) any fees payable if the amount of the reduction under Section 2.6(c)(i) is less than the Fee Letter by reason of such prepaymentAcquisition Cost Adjustment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: then (A) on the Borrower, within 30 days after the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000)the adjustment for the Acquisition Cost Adjustment is made under the Lease Agreement, in respect of assets upon which Agent maintained a Lien, shall pay an amount equal to one hundred percent the excess of the Acquisition Cost Adjustment over the amount of the reduction in the Commitment under Section 2.6(c)(i) to be applied to (100%I) first, any outstanding principal amount of the Nationwide Indebtedness, and (II) second, any outstanding principal amount of the Indebtedness under this Agreement; provided, however, that, with the prior written approval of Nationwide (which it may elect to grant or withheld in its sole discretion), the Borrower may apply all of such proceeds (net of out-of-pocket expenses andsums to prepay the principal Indebtedness outstanding hereunder until paid in full, in which event all such excess shall be applied in reduction of the case principal balance of propertythe Nationwide Indebtedness, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property Commitment shall be reduced by the amount of equal or like value Loans as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsprepaid.

Mandatory Prepayment. (i) The US Borrower will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the lesser of (A) the Total Revolving Credit Commitment, and (B) the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans are outstanding, US 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 outstanding on such day. (ii) If UK Borrower has not consummated the Acquisition before the UK Term Loan B Commitment Expiry Date, then on the UK Term Loan B Commitment Expiry Date the US Borrower shall prepay the outstanding principal amount of Term Loan A in an amount equal to $4,000,000. (iii) The US Borrower will immediately prepay the outstanding principal amount of the Term Loans in the event that the Total Revolving Credit Facility Commitment is accelerated following terminated for any reason. The UK Borrower will immediately prepay the occurrence outstanding principal amount of an Event UK Term Loan B in the event that the Total Revolving Credit Commitment is terminated for any reason. (iv) Immediately upon the receipt of Defaultany payments in respect of the Intercompany Note, US Borrower shall immediately pay repay the outstanding balance of the Revolving Loans by an amount equal to Agent100% of each such payment. (v) Within 10 days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for payment the Fiscal Year ended December 31, 2007 or, if such financial statements are not delivered to each Lender the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), Borrowers shall prepay the outstanding principal amount of Term Loan A and Term Loans B, in accordance with an amount equal to (A) 50% of the Excess Cash Flow of the Parent and its respective Pro Rata ShareSubsidiaries for such Fiscal Year minus (B) the aggregate amount of voluntary payments made by US Borrower in respect of the Term Loans during such Fiscal Year; provided, however, that (X) in the case of the Fiscal Year ended December 31, 2007, Borrowers shall only be obligated to prepay the outstanding principal amount of the Term Loans in an amount equal to the sum of: (i) all outstanding principal foregoing percentage of the Term Credit Facility Excess Cash Flow of the Parent and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule its Subsidiaries for the Credit Facility being prepaidperiod commencing with the Effective Date and ending on December 31, 2007, and (ivY) all the prepayments made pursuant to this Section 2.05(c)(v) shall be made by US Borrower except to the extent that such prepayment is directly attributable to Excess Cash Flow of UK Borrower and its Subsidiaries (in which case such prepayment shall be made by UK Borrower in respect of UK Term Loan B). (vi) Subject to Section 2.05(d)(ii), immediately upon (A) the receipt of any proceeds of any Disposition by any US Loan Party (other sums that shall have become due than (x) a Permitted Disposition of the type described in clauses (a), (e), (f) and payable(g) of the definition of Permitted Dispositions or (y) a Permitted Disposition with respect to the Facility held by US Borrower on the Effective Date), including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx US Borrower shall prepay the outstanding principal amount of Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000)Loan A and Term Loans B, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent 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 US Loan Parties (100%and not paid to the Administrative Agent as a prepayment of the Loans) for all such Dispositions during any Fiscal Year shall exceed (to the extent greater than zero) the result of (x) $20,000 minus (y) the aggregate amount of Net Cash Proceeds of Dispositions during such proceeds (net Fiscal Year that is received by all Subsidiaries of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property Parent that suffered such casualty)are not US Loan Parties, or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon the receipt by of any Credit Party of the proceeds of any asset disposition Disposition by any Subsidiary of personal property Parent that is not made in the Ordinary Course of Business a US Loan Party (other than Transfers permitted by Section 7.1a Permitted Disposition of the type described in clauses (a), except for Transfers permitted under Section 7.1(k(e), (f) and (g) of the definition of Permitted Dispositions), UK Borrower shall prepay the outstanding principal amount of UK Term Loan B, in an amount equal to one hundred percent 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 Subsidiaries of Parent that are not US Loan Parties (100%and not paid to the Administrative Agent as a prepayment of the Loans) for all such Dispositions during any Fiscal Year shall exceed (to the extent greater than zero) the result of (1) $20,000 minus (2) the aggregate amount of Net Cash Proceeds of Dispositions during such Fiscal Year that is received by all US Loan Parties. Nothing contained in this clause (vi) shall permit any Credit Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vii) Immediately upon (A) the issuance or incurrence by any US Loan Party of any Indebtedness (other than Indebtedness referred to in clauses (a) through (k) of the net cash proceeds definition of Permitted Indebtedness), US Borrower shall prepay the outstanding principal amount of Term Loan A and Term Loans B, in an amount equal to 100% of the Net Cash Proceeds received by such asset disposition Person in connection therewith, or (net B) the issuance or incurrence by any Subsidiary of out-of-pocket expenses and repayment Parent that is not a US Loan Party of any permitted purchase money debt encumbering such assetIndebtedness (other than Indebtedness referred to in clauses (a) through (k) of the definition of Permitted Indebtedness), or UK Borrower shall prepay the outstanding principal amount of UK Term Loan B, in an amount equal to 100% of the Net Cash Proceeds received by such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee Person in connection therewith. The provisions of this subsection (vii) shall not be applicable for deemed to be implied consent to any prepayment such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (viii) Subject to Section 2.05(d)(ii), immediately upon (A) the receipt by any US Loan Party of any Extraordinary Receipts, US Borrower shall prepay the outstanding principal amount of Term Loan A and Term Loans B, in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, or (B) the receipt by any Subsidiary of Parent that is not a US Loan Party of any Extraordinary Receipts, UK Borrower shall prepay the outstanding principal amount of UK Term Loan B, in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (ix) Immediately upon the receipt of any proceeds of the Disposition by US Borrower with respect to the Facility held by US Borrower on the Effective Date, US Borrower shall prepay the outstanding principal amount of the Revolving Loans and Term Loan A in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with the events described such Disposition. Nothing contained in the foregoing this clause (A). Notwithstanding the foregoing, (iix) (a) so long as no Default shall permit any Credit Party or Event any of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds its Subsidiaries to make a Disposition of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted other than a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the ObligationsPermitted Disposition.

Mandatory Prepayment. If Upon Lender's demand, Borrowers shall -------------------- immediately prepay the Term Credit Facility is accelerated following the occurrence Loans in full, including all principal, accrued interest, and expenses ("Mandatory Prepayments") , all of an Event of Default, Borrower which shall immediately pay be --------------------- made upon Lender's demand and shall not be subject to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: any prepayment premium: (i) all outstanding principal If, prior to the completion of the Term Credit Facility installation of the subject Equipment for which an Advance has been made, the Borrowers fail to satisfy its purchase obligations under the related Purchase Agreement or terminate the related Purchase Agreement, at Lender's option Borrower shall prepay the Loans in full, including all principal, accrued interest, and all other Obligationsexpenses, plus accrued and unpaid interest thereon, within five (5) Business Days of Lender's demand. (ii) any fees payable If (i) the percentage of the aggregate amount of all Advances made hereunder to finance the purchase of NTI Equipment and services under the Fee Letter by reason of such prepaymentNTI Purchase Agreement, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business Financing Termination Date, is less than sixty percent 16 (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (10060%) of the net cash proceeds total amount of such asset disposition Advances made hereunder (net excluding Capitalized Interest) of out(ii) the percentage of the aggregate amount of all Advances made hereunder to finance the buildout, construction and equipping of Co-of-pocket expenses Location Sites ever exceeds eighteen and repayment ten one hundredths percent (18.10%) of any permitted purchase money debt encumbering such assetthe aggregate of the principal amount of all Advances made hereunder (excluding Capitalized Interest), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, then Borrower shall have pay to Lender sufficient amounts to reduce the option outstanding principal amount of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that Note to a principal amount (xexcluding Capitalized Interest) any necessary so as to comply with Section 2.01. Any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (yMandatory Prepayments under this Section ------------ ------- 2.04(b)(ii) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a to be applied first priority security interest and (z) such reinvestment shall be to pay the amounts ----------- of Advances made (or a binding commitment to make such reinvestment shall have been entered into) within one year after for purposes other than the receipt purchase of such proceedsNTI Equipment, and (bshall otherwise be applied as set forth in Section ------- 2.04(c) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.hereof. -------

Mandatory Prepayment. If any of the Term Credit Facility is accelerated following events or circumstances occurs (each, a “Prepayment Trigger Event”): (i) any representation or warranty of the occurrence Borrower set forth in any Loan Document, any Borrowing Notice, any financial statements or reports or projections or forecasts, or in connection with any transaction contemplated by any such document, shall prove in any material respect to have been false or misleading when made or furnished by the Borrower; (ii) failure of an Event the Borrower to pay when due, or failure to perform or observe any other obligation or condition with respect to any of Defaultthe following obligations to any Person, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to beyond any period of grace under the sum ofinstrument creating such obligation: (i) all outstanding principal any indebtedness for borrowed money or for the deferred purchase price of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereonproperty or services, (ii) any fees payable obligations under the Fee Letter by reason of such prepaymentleases which have or should have been characterized as Capital Leases, or (iii) any contingent liabilities, such as guaranties, for the Applicable obligations of others relating to indebtedness for borrowed money or for the deferred purchase price of property or services or relating to obligations under leases which have or should have been characterized as Capital Leases; provided that no such failure by Borrower will be deemed to be a Prepayment Fee as specified Trigger Event hereunder unless and until the aggregate amount owing under obligations with respect to which such failures have occurred and are continuing is at least U.S.$5,000,000; (iii) entry of (i) one or more judgments in an aggregate amount in excess of U.S.$5,000,000 against the Borrower, in each case not stayed, discharged or paid within thirty (30) days after entry or (ii) any non-monetary judgment, order, 27 decree, award, settlement or agreement to settle (including any relating to any arbitration) is rendered against or agreed by the Borrower that (in the Credit Facility Schedule for the Credit Facility being prepaid, and aggregate) has had or could reasonably be expected to have a Material Adverse Effect; (iv) performance by the Borrower of any of its obligations under any Loan Document shall become unlawful; (v) any Governmental Authority shall: (i) take any action to condemn, seize, nationalize, expropriate or appropriate all or any substantial part of the Property of the Borrower (either with or without payment of compensation); or (ii) take any other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amountsaction that: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case aggregate, has had or could reasonably be expected to prevent or materially delay the performance or observance by the Borrower of propertyits obligations under the Loan Documents, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), including moratorium or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and foreign exchange control or similar regulations or (B) upon receipt by could reasonably be expected to prevent the Borrower from exercising normal control over all or any Credit Party substantial part of its Property; (vi) failure of the proceeds Borrower to comply with the covenants, promises, conditions or provisions of any asset disposition of personal property not made in the Ordinary Course of Business Sections 11.2, 11.9, 11.10, 11.15, 11.16, 11.18, 11.19 or Article 12 (other than Transfers permitted by excluding Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%12.8) of this Credit Agreement; or (vii) failure of the net cash proceeds Borrower to comply with any provision of this Credit Agreement or the other Loan Documents, and the failure to perform such obligation is not referred to elsewhere in this Section 6.5(b) or in Section 14.1, and such failure continues for thirty (30) days after Borrower learns of such asset disposition (net failure to comply, whether by Borrower's own discovery or through notice from the Administrative Agent; then without prejudice of out-of-pocket expenses and repayment the other provisions set forth herein, including under Article 14, the Administrative Agent, at the direction of any permitted purchase money debt encumbering such asset)the Required Lenders, or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option right to send a prepayment and cancellation notice ("Prepayment and Cancellation Notice") to the Obligors and the Obligors shall be required, within five (5) Banking Days of applying the proceeds delivery of such Prepayment and Cancellation Notice, to prepay all outstanding Advances together with such other amounts that are due and payable (without presentment, demand, protest or further notice of any casualty policykind, toward all of which are hereby expressly waived by the replacement or repair Obligors) and which are outstanding as at such date, including all accrued but unpaid interest and all Funding Losses applicable to such prepayment and (2) upon delivery of destroyed or damaged property; provided that (x) such Prepayment and Cancellation Notice pursuant to this Section 6.5(b), the rights of the Borrower to any such replaced or repaired property Advances shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsimmediately cancelled.

Mandatory Prepayment. If any Loan Party receives any net cash proceeds (1) during the Term Credit Facility is accelerated following Waiver Period or (2) in connection with any Disposition (as defined below) entered into, committed to or consummated prior to or during the occurrence Waiver Period, in each case, from (i) any sale or other disposition of an Event any of Default, Borrower shall immediately pay to Agent, for payment to each Lender its notes receivable or accounts receivable made in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal Section 9.10 of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereonAgreement, (ii) the consummation, whether in a single transaction or a series of transactions, of any fees payable sale, assignment, farm-out, conveyance or other transfer of any Property made in accordance with Section 9.12 of the Credit Agreement (other than to the extent permitted by clause (a) of Section 9.12 of the Credit Agreement) or (iii) any Swap Liquidation in respect of commodities made in accordance with clause (d) of Section 9.18 of the Credit Agreement (other than any Swap Liquidation (including in respect of the Liquidation of any transaction thereunder) of the Swap Agreement between the Borrower and Shell Trading Risk Management LLC) (the transactions contemplated by the foregoing clauses (i), (ii) and (iii), “Dispositions”), in each case, the Borrower shall (x) prepay, without duplication of any other prepayment required under the Fee Letter Credit Agreement (including in connection with any Borrowing Base Deficiency), an aggregate principal amount of outstanding Borrowings equal to 100% of such net cash proceeds immediately upon any Loan Party’s receipt of such net cash proceeds and (y) reduce the Aggregate Elected Commitment Amounts (ratably among the Lenders in accordance with each Lender’s Applicable Percentage) by reason the amount of such prepayment; provided, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee foregoing shall not be applicable for require any prepayment in connection with a Swap Liquidation to the events described extent that upon any such Liquidation, the Liquidated Swap Agreement (or transaction thereunder) is replaced, in a substantially contemporaneous transaction, with one or more Swap Agreements or transactions with approximately the foregoing clause (A)same xxxx-to-market value and without the receipt by any Loan Party of any net cash proceeds as a result thereof. Notwithstanding anything to the foregoingcontrary in Sections 9.10, (i) 9.12 or 9.18 of the Credit Agreement to the contrary, the Loan Parties agree that 100% of the aggregate consideration received in respect of any sale, disposition or Swap Liquidation permitted by such Sections shall consist of cash or Cash Equivalents. For the avoidance of doubt, prepayment obligations arising under this clause (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds survive in respect of any casualty policy, toward Disposition committed to or consummated during the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as Waiver Period for which the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral net cash proceeds in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year respect thereof are not received until after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit expiration of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the ObligationsWaiver Period.

Mandatory Prepayment. Subject in each case to the terms of the Intercreditor Agreement: (a) If Citadel Cinemas exercises the Purchase Option (as defined in the Lease Agreement), the Borrower shall prepay all Obligations in full on the Purchase Option Closing Date (as defined in the Lease Agreement); provided that, if Citadel Cinemas shall fail or refuse to close, then the Borrower shall have no obligation to prepay as herein set forth; and (b) If the Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agentreceive and, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal pursuant to the sum of: terms of the Lease Agreement, be entitled to retain any insurance proceeds resulting from damage to any of its Assets (including proceeds of insurance maintained by Citadel Cinemas), or proceeds resulting from any Taking (as defined in the Lease Agreement) or shall receive a payment pursuant to clause (i) all outstanding principal of paragraph (c) of Section 19 of the Term Credit Facility and all other ObligationsLease Agreement, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason Borrower shall use the full amount of such prepaymentsums, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election after payment of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses incurred by the Borrower in connection therewith, to pay (i) first, any outstanding principal amount of the Nationwide Indebtedness, and (ii) second, any outstanding principal amount of the Indebtedness under this Agreement; provided, however, that, with the prior written approval of Nationwide (which it may elect to grant or withheld in its sole discretion), the Borrower may apply all of such sums to prepay the principal Indebtedness outstanding hereunder until paid in full, in which event all such excess shall be applied in reduction of the principal balance of the Nationwide Indebtedness; provided, further, that, if at the time of the Borrower's receipt of any of the aforesaid sums, there is no amount then outstanding hereunder or less than the full amount has been drawn hereunder, the Borrower shall utilize such sums to prepay other Indebtedness (or distribute such sums to its sole Member for such use) or the Nationwide Indebtedness and, to the extent that such sums are applied in reduction of the principal of such other Indebtedness (or so used by such Member), the Commitment hereunder shall be reduced dollar for dollar. (c) If the Acquisition Cost (as defined in the case Lease Agreement) is reduced by the Acquisition Cost Adjustment (as defined in the Lease Agreement) as a result of propertythe termination of the Sub-Management Agreement, repayment then (i) the Commitment shall be reduced by an amount equal to the lesser of the Acquisition Cost Adjustment and the unused Commitment and (ii) if the amount of the reduction under Section 2.6(c)(i) is less than the Acquisition Cost Adjustment, then (A) the Borrower, within 30 days after the date the adjustment for the Acquisition Cost Adjustment is made under the Lease Agreement, shall pay an amount equal to the excess of the Acquisition Cost Adjustment over the amount of the reduction in the Commitment under Section 2.6(c)(i) to be applied to (I) first, any permitted purchase money debt encumbering outstanding principal amount of the property that suffered such casualtyNationwide Indebtedness, and (II) second, any outstanding principal amount of the Indebtedness under this Agreement; provided, however, that, with the prior written approval of Nationwide (which it may elect to grant or withheld in its sole discretion), or such lesser portion the Borrower may apply all of such proceeds as Agent sums to prepay the principal Indebtedness outstanding hereunder until paid in full, in which event all such excess shall elect to apply to be applied in reduction of the Obligations; principal balance of the Nationwide Indebtedness, and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property Commitment shall be reduced by the amount of equal or like value Loans as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsprepaid.

Mandatory Prepayment. If When any Borrower sells or otherwise disposes of any Collateral after the Term Credit Facility is accelerated following Amendment No. 7 Effective Date, other than any sale or other disposition of Collateral permitted by clauses (ii) through (x) of Section 7.1(c) hereof, Borrowers shall repay the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender Advances in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset sale (i.e., gross cash proceeds less the reasonable costs of such sale or other disposition, any taxes paid or payable by any Borrower as a result of such sale or other disposition, any Indebtedness or other obligation secured by the Collateral subject to such sale or other disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment which is repaid in connection with such sale or other disposition, and reserves for contingent obligations such as purchase price adjustments and indemnification obligations required by the events described terms of the related purchase agreement), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net cash proceeds, and until the foregoing clause (A)date of payment, such net cash proceeds shall be held in trust for Agent. Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuingthen exists, Borrower no prepayment of any Advances shall have be required by this Section 2.23 with the option of applying the net cash proceeds of any casualty policy, toward sale or other disposition of Collateral if a Borrower has notified the replacement or repair of destroyed or damaged property; provided that Agent promptly but in no event more than one (x1) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the Business Day following receipt of such proceedsnet cash proceeds that it intends to use such net cash proceeds within 360 days of such sale or other disposition to make Capital Expenditures for or in respect of fixed assets or improvements, and (b) replacements, substitutions or additions to fixed assets that are or will become part of the Collateral. Promptly after the occurrence end of such 360-day period, the Borrowers shall notify the Agent whether the Borrowers have used such net cash proceeds for such purposes and, to the extent such net cash proceeds have not been so used, shall repay the Advances in an amount equal to the net cash proceeds not so used. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and during conditions hereof. Repayments pursuant to this Section 2.23 shall be applied (i) first, to the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit outstanding principal installments of the Lenders, Term Loan on account of a pro rata basis (allocated among Eurodollar Rate Loans and Domestic Rate Loans as determined by the Obligations Borrowers) and (ii) second to the remaining Advances (aallocated among Eurodollar Rate Loans and Domestic Rate Loans as determined by the Borrowers), subject to Borrowers’ ability to re-borrow Revolving Advances in accordance with the terms hereof.” (l) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit 3.1 of the Lenders, on account of the Obligations.Loan Agreement is hereby amended and restated in its entirety to provide as follows:

Mandatory Prepayment. (a) If the Term Credit Facility Vessel is accelerated following sold by the occurrence Borrower, the Borrower shall, simultaneously with completion of any such sale prepay the whole of the Loan in full together with all interest, Break Costs (if any) and other costs and expenses relating to the Loan. (Following an Event of Default, Default the Vessel may only be sold by the Borrower with the prior consent of the Lender which consent shall not be unreasonably withheld.) (b) If the Vessel becomes a Total Loss the Borrower shall immediately pay to Agentprepay the Loan in full together with all interest, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal Break Costs (if any) and other costs and expenses relating to the sum of: Loan. Such repayment shall be made on: (i) all outstanding principal in respect of a Total Loss arising as a result of a Requisition, the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, relevant Total Loss Date; and (ii) in respect any fees payable under other Total Loss, the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: earlier of: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses falling 120 days after the Total Loss Date; and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon the date of receipt by any Credit Party the Lender of the proceeds of insurance relating to such Total Loss. (c) If there is a breach of Clause 8.3.17 (Change of Ownership) and/or 8.4.7 (Sanctions) or Clause 8.3.2 (Compliance with laws etc.) (insofar as such breach of Clause 8.3.2 (Compliance with laws etc.) relates to a breach of Sanctions), and if the Lender notifies the Borrower in writing that it will require the Loan to be prepaid in full, the Borrower shall repay the Loan in full together with all interest, Break Costs (if any) and other costs and expenses relating to the Loan, within fourteen (14) days of receipt of notice from the Lender of such prepayment requirement or, if earlier, the date specified by the Lender in such notice delivered to the Borrower (being no earlier than the last day of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers applicable grace period permitted by Section 7.1law). (d) If IVS IBIS is sold during the Facility Period, except for Transfers permitted under Section 7.1(k)the Borrower shall prepay; (i) an amount equal US$1,000,000 in relation to one hundred percent (100%) each of the net cash proceeds Vessel and IVS OKUDOGO (in total US$2,000,000) if the Loan under this Agreement and the loan under IVS OKUDOGO Facility Agreement remains outstanding; or (ii) US$2,000,000 if either the Loan under this Agreement or the loan under IVS OKUDOGO Facility Agreement remains outstanding and such prepayment shall be made within thirty (30) days after the sale of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply IVS IBIS unless the Borrower provides an alternative Security Interest acceptable to the Obligations; provided that the Applicable Prepayment Fee Lender (such approval shall not be applicable for any prepayment in connection with the events described in the foregoing clause (Aunreasonably withheld). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If any of the following events (“Mandatory Prepayment Event”): (a) any Vessel Contract is for any reason and by any method, cancelled, terminated, repudiated or rescinded for any reason whatsoever (other than as a result of a breach by the Borrower) in each case without the prior consent of the Lender; or (b) a competent court or arbitration panel decides that any Vessel Contract has been validly cancelled, terminated, repudiated or rescinded for any reason whatsoever (other than as a result of a breach by the Borrower) in each case without the prior consent of the Lender; or (c) a Vessel Contract is varied in a way prohibited by the Finance Documents; or (d) the Bareboat Charter or the Bareboat Charter Guarantee is terminated and/or declared terminated, repudiated, rescinded or cancelled prior to the Delivery Date for any reason whatsoever (other than as a result of a breach by the Buyer), in each case without the prior consent of the Lender; or (e) any of the TSA, the Binding Term Credit Facility Sheet or the Perenco Security Arrangements is accelerated following terminated and/or declared terminated, repudiated, rescinded or cancelled for any reason whatsoever, in each case without the occurrence prior consent of an Event the Lender and no Replacement Sub-Charter or as the case may be, Replacement Sub-Charter Guarantee is in place within one hundred and eighty (180) days of Defaultsuch termination, repudiation, rescission or cancellation; or (f) any failure by the Borrower to procure and maintain in full force and effect, all relevant and necessary Consents and Project Authorisations arising out of and/or in relation to the Binding Term Sheet, the TSA (if applicable), the Perenco Security Arrangements or any Replacement Sub-Charter and Replacement Sub-Charter Guarantee to the satisfaction of the Lender; then the Lender may, by notice to the Borrower with effect from the date ten (10) Business Days after the giving of such notice (or such later date as may be approved in advance) cancel the Commitment. The Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to on the sum of: (i) all outstanding principal of date such cancellation takes effect prepay the Term Credit Facility Loan and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable amounts owing under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified Finance Documents in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsfull.

Mandatory Prepayment. If at any time from and after the Term Credit Facility is accelerated following -------------------- Closing Date, the occurrence Company, the Borrower, or any of its consolidated Subsidiaries receives proceeds from the sale or refinancing of an Event of Defaultunencumbered Project, the Borrower shall immediately pay be required to Agent, for payment to each Lender prepay a portion of the Loan in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A)Net Cash Proceeds received. Notwithstanding the foregoing, in no event shall the Borrower be required to prepay any portion of the Loan in the event that the property commonly known as 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx is sold or refinanced on or before the date which is ninety (90) days from the date hereof. If at any time from and after the Closing Date: (i) the Company or the Borrower merges or consolidates with another Person and the Company or Borrower, as the case may be, is not the surviving entity, or (aii) so long as no Default the Company, the Borrower, any of its Affiliates or Event consolidated Subsidiaries or the Management Company ceases to provide property management and leasing services to at least 80% of Default the total number of Projects in which the Borrower has occurred and is continuingan ownership interest (the date any such event shall occur being the "Prepayment Date"), the --------------- Borrower shall have be required to prepay the option Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date and, the Revolving Credit Commitment thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of applying the proceeds prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In connection with the prepayment of any casualty policyLoan prior to the maturity thereof, toward the replacement or repair of destroyed or damaged property; provided that (x) Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each -------------- such replaced or repaired property prepayment shall be of equal or like value as applied to prepay ratably the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) (other than amounts -------------- prepaid pursuant to the first sentence of this Section 4.1(d)) may not be -------------- reborrowed. As used in this Section 4.1(d) only, on account the phrase "sells, -------------- transfers, assigns or conveys" shall not include (i) sales or conveyances among Borrower and any of the Obligations and its consolidated Subsidiaries, or (ii) (a) so long as no Default mortgages or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted other security interests secured by Section 7.1(k) in assets used Real Property or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsother Property.

Mandatory Prepayment. If If, as a result of any determination of the Term Borrowing Base, the sum of the outstanding principal balance of all Revolving Loans and the SBID Letter of Credit Facility Outstandings exceeds the Borrowing Base, then either (i) such excess shall be paid in six (6) equal consecutive monthly installments by the Borrower, with the first such installment being due on that day which is accelerated following thirty days after notification by the occurrence Agent to Borrower that such an excess exists and continuing on the same day of an Event each month thereafter until paid; or (ii) within twenty-five (25) days of Defaultthe notification of the Borrower by the Agent of such excess, the Borrower shall immediately pay to pledge to, or create in favor of, the Agent, for payment Lenders and the Issuing Agent, first priority Liens in, to each Lender and on additional collateral satisfactory in accordance with its respective Pro Rata Sharenature and value to all Lenders in their sole judgment. Those Loans to be repaid as excess payments shall be Contract Rate Loans, an amount equal to if the sum of: (i) all outstanding principal of aggregate Contract Rate Loans equals or exceeds the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaidtotal excess payments due, and (iv) if the aggregate Contract Rate Loans are less than the total excess payments due, those Loans to be repaid shall first be all other sums that shall have become due Contract Rate Loans and payable, including Protective Advances. Additionally, at the election then those LIBOR Rate Loans which Borrower identifies within ten Business Days of a request from Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000)if Borrower fails to make such identification, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt those LIBOR Rate Loans identified by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except Agent. Borrower will be liable for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment all breakage costs in connection with the events described early termination of any LIBOR Rate Loan in accordance with the foregoing clause (A)terms of SECTION 4(g) of this Agreement. Notwithstanding the foregoing, The Borrower's failure (i) to make monthly Borrowing Base excess payments pursuant to the six (a6) so long as no Default month amortization schedule set forth above or (ii) to pledge to the Agent additional collateral in an amount which brings said indebtedness within Borrowing Base within such twenty-five (25) days of notification by Agent shall constitute an Event of Default has occurred and is continuing, Borrower under this Agreement which shall have entitle the option Required Lenders to accelerate the maturity of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceedsNotes, and (b) after to institute foreclosure proceedings or otherwise exercise all remedies which they may have under the occurrence and during Notes, the continuance of a Default Agreement, the Loan Documents or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsapplicable law.

Mandatory Prepayment. (a) If the Term Credit Facility Vessel is accelerated following sold by the occurrence Borrower, the Borrower shall, simultaneously with completion of any such sale prepay the whole of the Loan in full together with all interest, Break Costs (if any) and other costs and expenses relating to the Loan. (Following an Event of Default, Default the Vessel may only be sold by the Borrower with the prior consent of the Lender which consent shall not be unreasonably withheld.) (b) If the Vessel becomes a Total Loss the Borrower shall immediately pay to Agentprepay the Loan in full together with all interest, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal Break Costs (if any) and other costs and expenses relating to the sum of: Loan. Such repayment shall be made on: (i) all outstanding principal in respect of a Total Loss arising as a result of a Requisition, the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, relevant Total Loss Date; and (ii) in respect any fees payable under other Total Loss, the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: earlier of: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses falling 120 days after the Total Loss Date; and, in the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon the date of receipt by any Credit Party the Lender of the proceeds of insurance relating to such Total Loss. (c) If there is a breach of Clause 8.3.17 (Change of Ownership) and/or 8.4.7 (Sanctions) or Clause 8.3.2 (Compliance with laws etc.) (insofar as such breach of Clause 8.3.2 (Compliance with laws etc.) relates to a breach of Sanctions), and if the Lender notifies the Borrower in writing that it will require the Loan to be prepaid in full, the Borrower shall repay the Loan in full together with all interest, Break Costs (if any) and other costs and expenses relating to the Loan, within fourteen (14) days of receipt of notice from the Lender of such prepayment requirement or, if earlier, the date specified by the Lender in such notice delivered to the Borrower (being no earlier than the last day of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers applicable grace period permitted by Section 7.1law). (d) If IVS IBIS is sold during the Facility Period, except for Transfers permitted under Section 7.1(k)the Borrower shall prepay; (i) an amount equal US$1,000,000 in relation to one hundred percent (100%) each of the net cash proceeds Vessel and IVS PRESTWICK (in total US$2,000,000) if the Loan under this Agreement and the loan under IVS PRESTWICK Facility Agreement remains outstanding; or (ii) US$2,000,000 if either the Loan under this Agreement or the loan under IVS PRESTWICK Facility Agreement remains outstanding and such prepayment shall be made within thirty (30) days after the sale of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply IVS IBIS unless the Borrower provides an alternative Security Interest acceptable to the Obligations; provided that the Applicable Prepayment Fee Lender (such approval shall not be applicable for any prepayment in connection with the events described in the foregoing clause (Aunreasonably withheld). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property shall be of equal or like value as the replaced or repaired Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. (a) On the Purchase Date, all Obligations owing to DEG relating to the DEG Loan hereunder and under the Loan Documents shall become immediately due and payable without any action on the part of DEG, and the Company shall pay to DEG an amount equal to all such Obligations due and owing to DEG, including, without duplication, all accrued interest on the principal amount of the DEG Loan to be prepaid and all other amounts then due to DEG hereunder. (b) The Company shall prepay, pro rata, the outstanding principal amount of the DEG Loan (or portion thereof, as applicable) upon the prepayment by the Company of any of the other Loans (or portions thereof, as applicable), together with all accrued interest on the principal amount of the DEG Loan (or portion thereof, as applicable), the Maintenance Amount (if any) on the DEG Loan (or portion thereof, as applicable) and all other amounts then due hereunder or under any of the other Loan Documents. (c) Insurance Proceeds shall be applied as follows: (i) All Insurance Proceeds relative to any single loss in excess of seven hundred fifty thousand Dollars ($750,000) shall be paid by the respective insurers directly to the Trustee. All Insurance Proceeds relative to a single recovery of seven hundred fifty thousand Dollars ($750,000) or less shall be paid directly to the Company. If the Term Credit Facility is accelerated following any Insurance Proceeds relative to any single loss in excess of seven hundred fifty thousand Dollars ($750,000), or, during the occurrence and continuation of an Event of Default, Borrower shall immediately pay relative to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal any loss are paid to the sum of: (i) all outstanding principal Company, such Insurance Proceeds shall be received only in trust for the Lenders, shall be segregated from other funds of the Term Credit Facility Company, and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under shall be promptly paid over to the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified Trustee in the Credit Facility Schedule same form as received (with any necessary endorsement) for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility deposit in the following amounts: Insurance Proceeds Sub-Account. If any Insurance Proceeds are paid to DEG, DEG shall promptly pay over such Insurance Proceeds to the Trustee for deposit in the Insurance Proceeds Sub-Account. (A) on If there does not exist an Event of Default, Insurance Proceeds relative to a single loss of seven hundred fifty thousand Dollars ($750,000) or less shall be applied by the date on Company to pay the necessary costs of repair, restoration or replacement of the Project (in each case, to the extent such Insurance Proceeds were paid in respect of physical loss or damage thereto). After applying such amount, any excess Insurance Proceeds shall be delivered to the Trustee for deposit in the Revenue Sub-Account. (B) If there does not exist an Event of Default and if there shall occur damage, destruction or casualty with respect to which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds Insurance Proceeds in excess of Five Hundred Thousand seven hundred fifty thousand Dollars ($500,000)750,000) but less than five million Dollars ($5,000,000) are payable, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent and if (100%I) of such proceeds the Company promptly (net of out-of-pocket expenses and, in any event, within 30 days after the case of property, repayment of any permitted purchase money debt encumbering the property that suffered such casualty), or such lesser portion occurrence of such proceeds as Agent shall elect damage, destruction or casualty) gives written notice to apply DEG that the Company wishes to repair, restore or replace the Project to the Obligations; condition that it was in immediately prior to such damage, destruction or casualty, (II) the Insurance Proceeds received by the Company or the Trustee together with funds otherwise available to the Company, will be sufficient to cover all costs and expenses necessary to repair, restore or replace the Project and to cover the Operating and Maintenance Costs and the Debt Service payable by the Company during the period necessary to repair, restore or replace the Project, (BIII) upon receipt by any Credit Party the repair, restoration or replacement of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses Project is technically and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoingeconomically feasible, (iIV) (a) so long as after giving effect to any proposed repair, restoration or replacement, no Default or Event of Default has occurred or a default under any Principal Document shall exist, (V) DEG shall receive an opinion of counsel in form and substance reasonably satisfactory to DEG or other evidence satisfactory to DEG that neither any applicable Governmental Approval nor any Principal Document (other than Non-Material Agreements) will terminate during the period necessary to repair, restore or replace the Project and no applicable Governmental Approval, or amendment to this Agreement or the Security Documents or any other instrument, is continuingnecessary for the purpose of subjecting the repair, Borrower restoration or replacement to the Liens of the Security Documents except such, if any, as shall have been delivered to DEG, and (VI) DEG shall have received from the option Company and the Independent Engineer such certificates or other evidence as DEG may reasonably require regarding the foregoing matters, then DEG shall direct the Trustee in a written notice to deliver the Insurance Proceeds received in connection with the damage, destruction or casualty to the Project to the Company and the Company shall apply such Insurance Proceeds to pay for the necessary costs of applying repair, restoration or replacement of the proceeds Project and to pay for Operating and Maintenance Costs and Debt Service when due. After making such payments to the Company, any excess Insurance Proceeds shall be deposited in the Revenue Sub-Account. (ii) If there shall occur damage, destruction or casualty with respect to which Insurance Proceeds in excess of any casualty policyfive million Dollars ($5,000,000) are payable, toward DEG may, after consulting with the Company during the 30-day period following such damage, destruction or casualty, choose to apply the Insurance Proceeds to prepay a principal amount of the DEG Loan at the time outstanding, pro rata with prepayment of the IFC Loans, together with interest accrued thereon or fees accrued in connection therewith to the prepayment date. In addition, if Insurance Proceeds have been paid pursuant to clause (b)(i)(B) above and the Company (I) has not notified DEG promptly that it wishes to repair, restore or replace the Project or (II) has not otherwise complied with the provisions of clause (b)(i) above relative to the repair, restoration or replacement of the Project, DEG may choose to apply the Insurance Proceeds to prepay the DEG Loan, pro rata with prepayment of the IFC Loans, together with accrued interest. (iii) Amounts paid under this subsection (c) shall be applied by DEG to all respective outstanding repayment installments of the DEG Loan in inverse order of maturity. (d) Upon the occurrence of a Capacity Shortfall, the Company shall pay, or repair cause to be paid, to DEG the Performance Liquidated Damages paid by the EPC Contractor under the EPC Contract with respect to such Capacity Shortfall to prepay a principal amount of destroyed the DEG Loan equal to (i) the principal amount outstanding under the DEG Loan, multiplied by (ii) the Capacity Shortfall Percentage and shall pay, or damaged property; cause to be paid, to IFC the Performance Liquidated Damages paid by the EPC Contractor under the EPC Contract with respect to such Capacity Shortfall to prepay a principal amount of the IFC Loans equal to (i) the principal amount outstanding under the IFC Loans, multiplied by (ii) the Capacity Shortfall Percentage. Such prepayment of the DEG Loan shall be applied as provided that in Section 3.6(b) hereof. To the extent there are excess Performance Liquidated Damages which have been paid by the EPC Contractor and are remaining after the above-referenced prepayment to DEG and IFC, such excess shall be applied to repay equity in an amount equal to (x) any such replaced or repaired property shall be the Dollar amount which has then been paid in to the Company for the purchase of equal or like value as the replaced or repaired CollateralShares, multiplied by (y) any such replaced or repaired property the Capacity Shortfall Percentage. Such amount shall be deemed Collateral divided pro rata among all shareholders of the Company. After such application, any remaining Performance Liquidated Damages shall be transferred to the Revenue Sub-Account and applied in which Agent accordance with the Trust and Lenders Retention Agreement. (e) The Company shall prepay the outstanding principal amount of the DEG Loan upon the occurrence of the Event of Default described in Section 7.1(k) of the General Conditions, together with accrued interest on the principal amount of the DEG Loan to be prepaid and all other amounts then due to DEG hereunder. (f) The Company shall pay the prepayment premium as specified in Section 3.8 hereof in connection with any mandatory prepayments pursuant to Sections 3.7(a) (but only if and to the extent that there remains any proceeds of the Purchase Price paid by HMGN and received by the Company after (i) the aggregate amount of all Obligations owing to DEG have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations paid in full and (ii) (a) so long as no Default or Event the shareholders of Default has occurred and is continuing, Borrower shall the Company at such time have recovered the option aggregate amount of reinvesting their total paid in equity of the proceeds Company to the extent provided in Section 6.3 of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceedsProject Agreement), and (bSection 3.7(e) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationshereof.