Common use of Mandatory Prepayments of Principal Clause in Contracts

Mandatory Prepayments of Principal. (a) The Borrower shall prepay the Loans, without premium or penalty (except for any Liquidation Costs), with the Mandatory Prepayment Portion of the following Collateral Proceeds: (i) all Loss Proceeds received by any Borrower Party that are not applied, or are not permitted to be applied, to the Restoration of the Project in accordance with the Collateral Agreement or are not allowed to be retained or re-invested by the Borrower Parties in accordance with the Collateral Agreement; (ii) all Disposition Proceeds received by any Borrower Party that are not applied, or are not permitted to be applied, to the purchase of replacement assets in accordance with the Collateral Agreement or are not allowed to be retained or re-invested by the Borrower Parties in accordance with the Collateral Agreement; (iii) all proceeds of any Delay Liquidated Damages in accordance with the Collateral Agreement; (iv) all Buy-down Proceeds in accordance with the Collateral Agreement; and (v) all Distribution Sweep Proceeds in accordance with the Collateral Agreement. (b) On the Term Conversion Date, all proceeds of any Delay Liquidated Damages shall be applied: first to repay any LC Loans resulting from a draw on the TA Letters of Credit; second, to reduce the Deferred Principal Amount pro rata between the Tranches and among the Term Lenders within each such Tranche to $0.00; third, to reduce remaining scheduled principal payments of the Term Loans pro rata between the Tranches and among the Term Lenders within each such Tranche in inverse chronological order of the due dates thereof to $0.00; fourth, LC Loans resulting from a draw on the DSR Letters of Credit on a pro rata basis to $0.00; and finally, Revolving Loans on a pro rata basis to $0.00. (c) Loss Proceeds, Disposition Proceeds and Buy-down Proceeds received prior to the Term Conversion Date shall reduce the amount of the Construction Loans converted to Term Loans in accordance with Section 3.15(a) and used to construct the Amortization Schedule in accordance with Section 3.15(b) pro rata. (d) Loss Proceeds, Disposition Proceeds, Buy-down Proceeds and Distribution Sweep Proceeds received on and after the Term Conversion Date shall be applied: first, to reduce the Deferred Principal Amount pro rata between the Tranches and among the Term Lenders within each such Tranche to $0.00; second, to reduce remaining scheduled principal payments of the Term Loans pro rata between the Tranches and among the Term Lenders within each such Tranche in inverse chronological order of their due dates to $0.00; third, to reduce the LC Loans resulting from a draw on the DSR Letters of Credit on a pro rata basis to $0.00; fourth, to reduce the Revolving Loans on a pro rata basis to $0.00; and finally to reduce any LC Loans resulting from a draw on the TA Letters of Credit on a pro rata basis. (e) Mandatory prepayments to be made with Loss Proceeds, Disposition Proceeds and Buy-down Proceeds shall be made (i) in respect of any LIBOR Loan, on the last day of the relevant Interest Period in respect thereof or on such earlier date as selected by the Borrower (provided, that Borrower pays any Liquidation Costs arising from such earlier prepayment), (ii) in respect of any Base Rate Loan, on the fifth Business Day following receipt of the relevant Collateral Proceeds in the Proceeds Account and (iii) in respect of any Loan that has been Converted from a LIBOR Loan to a Base Rate Loan prior to prepayment in accordance with subpart (i) of this Section 3.17(e), on the third Business Day following such Conversion. Mandatory prepayments to be made with Distribution Sweep Proceeds shall be made on the Monthly Transfer Date immediately following the relevant Semi-Annual Date or on the following Interest Period in respect of LIBOR Loans but in no event later than three months after such Monthly Transfer Date. (f) Mandatory prepayments to be made with proceeds of any Delay Liquidated Damages shall be made on the Term Conversion Date (provided, that, if the Term Conversion Date occurs on a day that is not the last day of the relevant Interest Period in respect of any LIBOR Loan to be repaid, the Borrower pays any Liquidation Costs arising from such earlier prepayment).

Mandatory Prepayments of Principal. (a) The Borrower shall prepay the Loans, without premium or penalty (except for any Liquidation Costs), with the Mandatory Prepayment Portion of the following Collateral Proceeds: (i) all Loss Proceeds received by any Borrower Party that are not applied, or are not permitted to be applied, to the Restoration of the Project in accordance with the Collateral Agreement or are not allowed to be retained or re-invested by the Borrower Parties in accordance with the Collateral Agreement; (ii) all Disposition Proceeds received by any Borrower Party that are not applied, or are not permitted to be applied, to the purchase of replacement assets in accordance with the Collateral Agreement or are not allowed to be retained or re-invested by the Borrower Parties in accordance with the Collateral Agreement; (iii) all proceeds of any Delay Liquidated Damages in accordance with the Collateral Agreement; (iv) all Buy-down Proceeds in accordance with the Collateral Agreement; and (v) all Distribution Sweep Proceeds in accordance with the Collateral Agreement. (b) On the Term Conversion Date, all proceeds of any Delay Liquidated Damages shall be applied: first to repay any LC Loans resulting from a draw on the TA Letters of Credit; second, to reduce the Deferred Principal Amount pro rata between the Tranches and among the Term Lenders within each such Tranche to $0.00; third, to reduce remaining scheduled principal payments of the Term Loans pro rata between the Tranches and among the Term Lenders within each such Tranche in inverse chronological order of the due dates thereof to $0.00; fourth, LC Loans resulting from a draw on the DSR Letters of Credit on a pro rata basis to $0.00; and finally, Revolving Loans on a pro rata basis to $0.00. (c) Loss Proceeds, Disposition Proceeds and Buy-down Proceeds received prior to the Term Conversion Date shall reduce the amount of the Construction Loans converted to Term Loans in accordance with Section 3.15(a) and used to construct the Amortization Schedule in accordance with Section 3.15(b) pro rata. (d) Loss Proceeds, Disposition Proceeds, Buy-down Proceeds and Distribution Sweep Proceeds received on and after the Term Conversion Date shall be applied: first, to reduce the Deferred Principal Amount pro rata between the Tranches and among the Term Lenders within each such Tranche to $0.00; second, to reduce remaining scheduled principal payments of the Term Loans pro rata between the Tranches and among the Term Lenders within each such Tranche in inverse chronological order of their due dates to $0.00; third, to reduce the LC Loans resulting from a draw on the DSR Letters of Credit on a pro rata basis to $0.00; fourth, to reduce the Revolving Loans on a pro rata basis to $0.00; and finally to reduce any LC Loans resulting from a draw on the TA Letters of Credit on a pro rata basis. . NEWYORK 8115155 (2K) 18 (e) Mandatory prepayments to be made with Loss Proceeds, Disposition Proceeds and Buy-down Proceeds shall be made (i) in respect of any LIBOR Loan, on the last day of the relevant Interest Period in respect thereof or on such earlier date as selected by the Borrower (provided, that Borrower pays any Liquidation Costs arising from such earlier prepayment), (ii) in respect of any Base Rate Loan, on the fifth Business Day following receipt of the relevant Collateral Proceeds in the Proceeds Account and (iii) in respect of any Loan that has been Converted from a LIBOR Loan to a Base Rate Loan prior to prepayment in accordance with subpart (i) of this Section 3.17(e), on the third Business Day following such Conversion. Mandatory prepayments to be made with Distribution Sweep Proceeds shall be made on the Monthly Transfer Date immediately following the relevant Semi-Annual Date or on the following Interest Period in respect of LIBOR Loans but in no event later than three months after such Monthly Transfer Date. (f) Mandatory prepayments to be made with proceeds of any Delay Liquidated Damages shall be made on the Term Conversion Date (provided, that, if the Term Conversion Date occurs on a day that is not the last day of the relevant Interest Period in respect of any LIBOR Loan to be repaid, the Borrower pays any Liquidation Costs arising from such earlier prepayment).

Mandatory Prepayments of Principal. (a) The Borrower shall prepay the Loans, without premium or penalty (except for any Liquidation Costs), with the Mandatory Prepayment Portion of the following Collateral Proceeds: (i) all Loss Proceeds received by any Borrower Party that are not applied, or are not permitted to be applied, to the Restoration of the Project in accordance with the Collateral Agreement or are not allowed to be retained or re-invested by the Borrower Parties in accordance with the Collateral Agreement; (ii) all Disposition Proceeds received by any Borrower Party that are not applied, or are not permitted to be applied, to the purchase of replacement assets in accordance with the Collateral Agreement or are not allowed to be retained or re-invested by the Borrower Parties in accordance with the Collateral Agreement; (iii) all proceeds of any Delay Liquidated Damages in accordance with the Collateral Agreement; (iv) all Buy-down Proceeds in accordance with the Collateral Agreement; and (v) all Distribution Sweep Proceeds in accordance with the Collateral Agreement. (b) On the Term Conversion Date, all proceeds of any Delay Liquidated Damages shall be applied: first to repay any LC Loans resulting from a draw on the TA Letters of Credit; second, to reduce the Deferred Principal Amount pro rata between the Tranches and among the Term Lenders within each such Tranche to $0.00; third, to reduce remaining scheduled principal payments of the Term Loans pro rata between the Tranches and among the Term Lenders within each such Tranche in inverse chronological order of the due dates thereof to $0.00; fourth, LC Loans resulting from a draw on the DSR Letters of Credit on a pro rata basis to $0.00; and finally, Revolving Loans on a pro rata basis to $0.00. (c) Loss Proceeds, Disposition Proceeds and Buy-down Proceeds received prior to the Term Conversion Date shall reduce the amount of the Construction Loans converted to Term Loans in accordance with Section 3.15(a) and used to construct the Amortization Schedule in accordance with Section 3.15(b) pro rata. (d) Loss Proceeds, Disposition Proceeds, Buy-down Proceeds and Distribution Sweep Proceeds received on and after the Term Conversion Date shall be applied: first, to reduce the Deferred Principal Amount pro rata between the Tranches and among the Term Lenders within each such Tranche to $0.00; second, to reduce remaining scheduled principal payments of the Term Loans pro rata between the Tranches and among the Term Lenders within each such Tranche in inverse chronological order of their due dates to $0.00; third, to reduce the LC Loans resulting from a draw on the DSR Letters of Credit on a pro rata basis to $0.00; fourth, to reduce the Revolving Loans on a pro rata basis to $0.00; and finally to reduce any LC Loans resulting from a draw on the TA Letters of Credit on a pro rata basis.. NEWYORK 8115155 (2K) 18 (e) Mandatory prepayments to be made with Loss Proceeds, Disposition Proceeds and Buy-down Proceeds shall be made (i) in respect of any LIBOR Loan, on the last day of the relevant Interest Period in respect thereof or on such earlier date as selected by the Borrower (provided, that Borrower pays any Liquidation Costs arising from such earlier prepayment), (ii) in respect of any Base Rate Loan, on the fifth Business Day following receipt of the relevant Collateral Proceeds in the Proceeds Account and (iii) in respect of any Loan that has been Converted from a LIBOR Loan to a Base Rate Loan prior to prepayment in accordance with subpart (i) of this Section 3.17(e), on the third Business Day following such Conversion. Mandatory prepayments to be made with Distribution Sweep Proceeds shall be made on the Monthly Transfer Date immediately following the relevant Semi-Annual Date or on the following Interest Period in respect of LIBOR Loans but in no event later than three months after such Monthly Transfer Date. (f) Mandatory prepayments to be made with proceeds of any Delay Liquidated Damages shall be made on the Term Conversion Date (provided, that, if the Term Conversion Date occurs on a day that is not the last day of the relevant Interest Period in respect of any LIBOR Loan to be repaid, the Borrower pays any Liquidation Costs arising from such earlier prepayment).