Common use of Mandatory Principal Payments Clause in Contracts

Mandatory Principal Payments. (a) On any day on which the aggregate outstanding principal of the Clearing Fund Pool Loans for any applicable Clearing Business exceeds the Clearing Fund Borrowing Base therefor (as determined pursuant to Section 10.8 after giving effect to any redesignation pursuant to Section 2.13), the Company shall immediately repay such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the applicable Clearing Fund Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (b) On any day on which the aggregate outstanding principal of the Company Pool Loans exceeds the Company Borrowing Base (as determined pursuant to Section 10.8 after giving effect to any redesignation pursuant to Section 2.13), the Company shall immediately repay such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the Company Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (c) On any day on which the aggregate outstanding principal of the Clearing Fund Pool Loans and the Company Pool Loans, taken together, exceeds the Aggregate Commitment, the Company shall repay such excess without the necessity of any notice or demand. Repayment of any such excess amount shall be applied first, to prepay outstanding Swingline Loans, and second, to prepay outstanding Revolving Loans (in accordance with the applicable Collateral Pools), in each case in the direct order of their respective maturities (or, in the event that any such repayment is not sufficient to repay such excess amount in full, first, to prepay outstanding Swingline Loans pro rata, and second, to prepay outstanding Revolving Loans pro rata) and shall be accompanied by accrued and unpaid interest thereon.

Mandatory Principal Payments. (a) On If for any day on which reason the aggregate outstanding principal balance of all Oil and Gas Advances plus the Clearing Fund Pool Loans for any applicable Clearing Business exceeds aggregate face amount of all outstanding Letters of Credit shall exceed the Clearing Fund Borrowing Base therefor Commitment Amount (as determined pursuant to Section 10.8 after giving effect to any redesignation pursuant to Section 2.13Oil and Gas), Borrowers shall, not later than 10 days after written notice thereof from USB: (1) pay the Company shall immediately excess to USB in a lump sum; or (2) commence (and thereafter continue) an amortization schedule under which Borrowers repay such excess or pledge the Loan in an amount at least equal to the Collateral Agentexcess in six monthly principal installments on the first Business Day of each calendar month, which amounts shall be in addition to the monthly interest payments and any other principal payments otherwise due, such that the entire excess is paid within six months; or (3) execute and deliver to USB additional mortgages, supplements to mortgages or other instruments satisfactory in form and substance satisfactory to USB, by which Borrowers mortgage, pledge, or hypothecate to USB or create a security interest in for the benefit of USB, sufficient additional Oil and Gas Interests to indue USB to make a re-determination of the Banks, additional Collateral in Borrowing Base (Oil and Gas) such that the applicable Clearing Fund Collateral Pool under Commitment Amount (Oil and Gas) is increased to an amount no less than the Collateral Documents as necessary to cure such deficiency, without the necessity aggregate face amount of any notice or demandall outstanding Letters of Credit. (b) On If for any day on which reason the aggregate outstanding principal balance of all Securities Advances shall exceed the Commitment Amount (Securities), Borrowers shall, not later than 10 days after written notice thereof from USB: (1) pay the excess to USB in a lump sum; or (2) pledge, grant a security in and deliver to USB additional Pledged Securities sufficient to induce USB to make a re- determination of the Company Pool Loans exceeds the Company Borrowing Base (as determined pursuant Securities) such that the Commitment Amount (Securities) is increased to Section 10.8 after giving effect to any redesignation pursuant to Section 2.13), the Company shall immediately repay such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the Company Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand.an amount no (c) On any day on which the aggregate The outstanding principal balance of the Clearing Fund Pool Loans Oil and the Company Pool LoansGas Facility, taken togethertogether with all unpaid fees and expenses in connection therewith, exceeds the Aggregate Commitment, the Company shall repay such excess without the necessity of any notice or demand. Repayment of any such excess amount shall be applied firstdue and payable not later than the Maturity Date. The outstanding principal balance of the securities Facility, to prepay outstanding Swingline Loanstogether with all unpaid fees and expenses in connection therewith, and second, to prepay outstanding Revolving Loans (in accordance with the applicable Collateral Pools), in each case in the direct order of their respective maturities (or, in the event that any such repayment is not sufficient to repay such excess amount in full, first, to prepay outstanding Swingline Loans pro rata, and second, to prepay outstanding Revolving Loans pro rata) and shall be accompanied by accrued due and unpaid interest thereonpayable on the Maturity Date.

Mandatory Principal Payments. (a) On any day on which the aggregate outstanding principal of the Clearing Fund Pool Loans for any applicable Clearing Business exceeds the Clearing Fund Borrowing Base therefor (as determined pursuant to Section 10.8 after giving effect to any redesignation pursuant to Section 2.13), the Company shall immediately repay such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the applicable Clearing Fund Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (b) On any day on which the aggregate outstanding principal of the Company Pool Loans exceeds the Company Borrowing Base (as determined pursuant to Section 10.8 after giving effect to any redesignation pursuant to Section 2.13), the Company shall immediately repay such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the Company Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (c) On any day on which the aggregate outstanding principal of the Clearing Fund Pool Loans and the Company Pool Loans, taken together, exceeds the Aggregate Commitment, the Company shall repay such excess without the necessity of any notice or demand. Repayment of any such excess amount shall be applied first, to prepay outstanding Swingline Loans, and second, to prepay outstanding Revolving Loans (in accordance with the applicable Collateral Pools), in each case in the direct order of their respective maturities (or, in the event that any such repayment is not sufficient to repay such excess amount in full, first, to prepay outstanding Swingline Loans pro rata, and second, to prepay outstanding Revolving Loans pro rata) and shall be accompanied by accrued and unpaid interest thereon.

Mandatory Principal Payments. The Borrower shall make principal payments at such times and in such amounts as follows: (ai) The Borrower shall repay the principal amount of each Advance, plus any accrued and unpaid interest, on the Maturity Date. (ii) On any day Business Day on which the sum of (i) the Note Principal Balances beneficially owned by the Lender and IBJ and any commercial paper issuer sponsored by the Lender or by IBJ and (ii) the aggregate Advances outstanding principal hereunder as of the Clearing Fund Pool Loans for any applicable Clearing such Business Day exceeds the Clearing Fund Borrowing Base therefor (as determined pursuant to Section 10.8 after giving effect to any redesignation pursuant to Section 2.13)Maximum Commitment Amount, the Company Borrower shall immediately repay pay such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the applicable Clearing Fund Collateral Pool under the Collateral Documents as necessary to cure excess. Any such deficiency, without the necessity of any notice or demand. (b) On any day on which the aggregate outstanding principal of the Company Pool Loans exceeds the Company Borrowing Base (as determined pursuant to Section 10.8 after giving effect to any redesignation pursuant to Section 2.13), the Company payments shall immediately repay such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the Company Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (c) On any day on which the aggregate outstanding principal of the Clearing Fund Pool Loans and the Company Pool Loans, taken together, exceeds the Aggregate Commitment, the Company shall repay such excess without the necessity of any notice or demand. Repayment of any such excess amount shall be applied first, to prepay outstanding Swingline Loans, and second, to prepay outstanding Revolving Loans (in accordance with the applicable Collateral Pools), in each case in the direct order of their respective maturities (or, in the event that any such repayment is not sufficient to repay such excess amount in full, first, to prepay outstanding Swingline Loans pro rata, and second, to prepay outstanding Revolving Loans pro rata) and shall be accompanied by include accrued and unpaid interest thereonon the prepaid amount to and including the date of such prepayment. (iii) The Borrower shall repay the principal amount of each Advance, plus any accrued and unpaid interest, within five Business Days after the occurrence of a Mandatory Prepayment Event. (iv) On any Business Day on which the amount of outstanding Advances is greater than the Commitment Amount, the Borrower shall pay such excess to the Lender. Any such payments shall include accrued and unpaid interest on the prepaid amount to and including the date of such prepayment. The amount of such principal payment required to be paid on a date other than a Payment Date pursuant to this Section 2.2(c) shall, to the extent permitted by law, be accompanied by a Breakage Payment Calculation Amount with respect thereto calculated as if such principal payment was an optional prepayment under Section 2.3.

Mandatory Principal Payments. The Borrower shall make the following mandatory prepayments on the Loans: (a) On any day (x) in the case of clause (i), on which the aggregate outstanding principal date of receipt thereof and (y) in the case of clause (ii), on the Payment Date following the date of receipt thereof, the Borrower shall apply towards the mandatory prepayment of the Clearing Fund Pool Loans for in accordance with Section 4.04, 100% of the Net Available Amount of all proceeds in cash and cash equivalents (including any applicable Clearing Business exceeds cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) to the Clearing Fund Borrowing Base therefor Borrower or any other Loan Party from: (i) without limitation to Article X, the issuance or incurrence of any Indebtedness by any Relevant Party (other than as determined permitted to be incurred pursuant to Section 10.8 after giving effect to 7.01 of this Agreement); and (ii) the sale, assignment or other disposition of any redesignation Asset of a Relevant Party (other than (A) ordinary course sales of power or the leasing of a photovoltaic system pursuant to Section 2.13the Customer Agreements, (B) PBI Payments, (C) the sale of Excluded Property, (D) a sale or assignment of an Asset that is a Customer Prepayment Event or (E) a sale or assignment that is a Permitted Fund Disposition), the Company shall immediately repay such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the applicable Clearing Fund Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (b) On any day on which each Payment Date during the aggregate outstanding principal Availability Period, the Borrower shall, to the extent of the Company Pool Loans exceeds the Company Borrowing Base (as determined amounts available pursuant to Section 10.8 4.02(b)(iv)(A) of the Depository Agreement, prepay the Revolving Loans in an amount that, when applied in accordance with Section 4.04, causes the aggregate principal amount of the Revolving Loans outstanding on such Payment Date to be not greater than the Available Borrowing Base calculated as of the Calculation Date immediately preceding such Payment Date. If the aggregate principal amount of the Revolving Loans outstanding on the last day of the Availability Period exceeds the Available Borrowing Base calculated as of such last day (such excess, the “Excess Amount”), the Borrower shall on each Payment Date after giving effect the Availability Period, to any redesignation the extent of amounts available pursuant to Section 2.13)4.02(b)(iv)(A) of the Depository Agreement, prepay the Company shall immediately repay Revolving Loans in an amount that, when applied in accordance with Section 4.04, causes such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the Company Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demandbe paid. (c) On any day on which If the aggregate outstanding principal amount of the Clearing Fund Pool Revolving Loans and as of three consecutive Calculation Dates during the Company Pool LoansAvailability Period has exceeded the Available Borrowing Base for each such Calculation Date, taken together, exceeds on the Aggregate CommitmentPayment Date occurring after the third such Calculation Date, the Company Borrower shall repay such excess without prepay the necessity of any notice or demand. Repayment of any such excess amount shall be applied first, to prepay outstanding Swingline Loans, and second, to prepay outstanding Revolving Loans (in an amount that, when applied in accordance with Section 4.04, causes the aggregate principal amount of the Revolving Loans outstanding on such date to be not greater than the Available Borrowing Base calculated as of the Calculation Date [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. immediately preceding such Payment Date. If the Borrower has not repaid the Revolving Loans in an amount equal to the Excess Amount in accordance with Section 4.02(b)(iv)(A) of the Depository Agreement as of the third Payment Date following the last day of the Availability Period, the Borrower shall prepay, on such third Payment Date, the Revolving Loans in an amount equal to any portion of the Excess Amount not theretofore paid pursuant to Section 4.02(b)(iv)(A) of the Depository Agreement. (d) On the date of each Permitted Fund Disposition, the Borrower shall, as a condition to such Permitted Fund Disposition, (1) prepay (i) the Revolving Loans in accordance with Section 4.04 in an amount equal to the excess (if positive) of (x) the aggregate principal amount of the Revolving Loans outstanding as of such date over (y) the Available Borrowing Base calculated after giving effect to such Permitted Fund Disposition and (ii) the LC Loans in full and (2) pay any Swap Termination Payments due in connection with the repayment of Revolving Loans in connection with such Permitted Fund Disposition. (e) On each Payment Date during an Early Amortization Period, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 4.04, 100% of the amounts available therefor in the Revenue Account and the Distribution Trap Account after giving effect to all prior withdrawals and transfers pursuant to Sections 4.02(b) and 4.02(e) of the Depository Agreement. (f) On each Payment Date occurring after the end of the Availability Period, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 4.04, an amount determined by multiplying 0.65 by the present value of the reduction of future Collections resulting from or attributable to each Customer Prepayment Event occurring during the calendar quarter ending on the immediately prior Calculation Date (disregarding any proceeds received in respect of such Customer Prepayment Event and assuming that no future Collections will be received in respect of any Event of Loss Project, Defaulted Project or a Project in respect of which an Ineligible Customer Reassignment has occurred) discounted at a rate of six percent (6%) per annum; provided that, notwithstanding anything to the contrary herein, the Sponsor may, but shall not be required to, contribute capital to the Borrower to satisfy its prepayment obligations under this Section 4.03(f). (g) Concurrently with any prepayment of the Loans pursuant to Section 4.03(a), Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable Collateral Pools)net cash proceeds or other amounts to be prepaid, in each as the case in the direct order of their respective maturities (or, in may be. In the event that any Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such repayment is not sufficient certificate, Borrower shall promptly make an additional prepayment of the Loans in an amount equal to repay such excess amount in full, first, to prepay outstanding Swingline Loans pro rataexcess, and secondBorrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. (h) On each Payment Date after the end of the Availability Period, at the same time as a Transfer Date Certificate is provided prior to prepay outstanding Revolving Loans pro rata) such Payment Date, Borrower shall provide to Administrative Agent a Customer Prepayment Event Certificate. The Administrative Agent may [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and shall be accompanied by accrued filed separately with the Securities and unpaid interest thereonExchange Commission. notify the Borrower in writing of any suggested corrections, changes or adjustments to a Transfer Date Certificate that are not inconsistent with the terms of this Agreement.

Mandatory Principal Payments. (a) On any day on which the aggregate outstanding principal of the Clearing Fund Pool Loans for any applicable Clearing Business exceeds the Clearing Fund Borrowing Base therefor (as determined pursuant to Section 10.8 1.4 after giving effect to any redesignation pursuant to Section 2.13), the Company shall immediately repay Loans in the amount of such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the applicable Clearing Fund Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (b) On any day on which the aggregate outstanding principal of the Company Pool Loans exceeds the Company Borrowing Base (as determined pursuant to Section 10.8 1.4 after giving effect to any redesignation pursuant to Section 2.13), the Company shall immediately repay Loans in the amount of such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the Company Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (c) On any day on which the aggregate outstanding principal of the Clearing Fund Pool Loans and the Company Pool Loans, taken together, exceeds the Aggregate CommitmentCommitments, the Company shall repay Loans in the amount of such excess without the necessity of any notice or demand. (d) On any day on which the Dollar Equivalent of the aggregate outstanding principal amount of MC Loans exceeds the Aggregate MC Commitments then in effect, then, the Company shall repay MC Loans and/or MC Swingline Loans, as the Company shall select, in the amount of such excess without the necessity of any notice or demand. (e) On any day on which the aggregate outstanding principal amount of USD Loans exceeds the Aggregate USD Commitments then in effect, then, the Company shall repay USD Loans and/or USD Swingline Loans, as the Company shall select, in the amount of such excess without the necessity of any notice or demand. (f) On any Business Day after giving effect to any requested Loan or on any Business Day when Loans are outstanding, on which the aggregate Borrowing Base (including each Clearing Fund Borrowing Base and the Company Collateral Borrowing Base) or the Aggregate Commitments is less than the sum of (i) 100% of the aggregate principal amount of outstanding Loans denominated in Dollars of such day and (2) 105% of the Dollar Equivalent of the aggregate principal amount of outstanding Loans denominated in Alternative Currencies as of such day, then, the Company shall, upon written notice from the Administrative Agent, pledge additional Collateral or prepay loans (or do any combination of the foregoing) as necessary to cure such deficiency (or in the event of any such requested Loan, instruct the Administrative Agent to return the proceeds of the requested Loan to the applicable Banks or, in the event such pledge of such additional Collateral is made as of such Business Day, hold such funds in the Administrative Agent’s Office until the time of such pledge). Repayment of any such excess amount shall be applied first, to prepay outstanding Swingline Loans, and second, to prepay outstanding Revolving Loans (in accordance with the applicable Collateral Pools), in each case in the direct order of their respective maturities (or, in the event that any such repayment is not sufficient to repay such excess amount in full, first, to prepay outstanding Swingline Loans pro rata, and second, to prepay outstanding Revolving Loans pro rata) and shall be accompanied by accrued and unpaid interest thereon.

Mandatory Principal Payments. The Borrower shall make the following mandatory prepayments on the Loans: (a) On any day (x) in the case of clause (i), on which the aggregate outstanding principal date of receipt thereof and (y) in the case of clause (ii), on the Payment Date following the date of receipt thereof, the Borrower shall apply towards the mandatory prepayment of the Clearing Fund Pool Loans for in accordance with Section 4.04, 100% of the Net Available Amount of all proceeds in cash and cash equivalents (including any applicable Clearing Business exceeds cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) to the Clearing Fund Borrowing Base therefor Borrower or any other Loan Party from: (i) without limitation to Article X, the issuance or incurrence of any Indebtedness by any Relevant Party (other than as determined permitted to be incurred pursuant to Section 10.8 after giving effect to 7.01 of this Agreement); and (ii) the sale, assignment or other disposition of any redesignation Asset of a Relevant Party (other than (A) ordinary course sales of power or the leasing of a photovoltaic system pursuant to Section 2.13the Customer Agreements, (B) PBI Payments, (C) the sale of Excluded Property, (D) a sale or assignment of an Asset that is a Customer Prepayment Event or (E) a sale or assignment that is a Permitted Fund Disposition), the Company shall immediately repay such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the applicable Clearing Fund Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (b) On any day on which each Payment Date during the aggregate outstanding principal Availability Period, the Borrower shall, to the extent of the Company Pool Loans exceeds the Company Borrowing Base (as determined amounts available pursuant to Section 10.8 after giving effect 4.02(b)(iv)(A) of the Depository Agreement, prepay the Revolving Loans in an amount that, when applied in accordance with Section 4.04, causes the aggregate principal amount of the Revolving Loans outstanding on such Payment Date to any redesignation pursuant to Section 2.13be not greater than the Available Borrowing Base calculated as of the Calculation Date immediately preceding such Payment Date. If the aggregate principal amount of the Revolving Loans outstanding on the last day of the Availability Period exceeds the Available Borrowing Base calculated as of such last day (such excess, the “Excess Amount”), the Company Borrower shall immediately repay such excess or pledge on each Payment Date after the Availability Period, to the Collateral Agent, extent of amounts available pursuant to [***] Confidential treatment has been requested for the benefit of the Banks, additional Collateral in the Company Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (c) On any day on which the aggregate outstanding principal of the Clearing Fund Pool Loans bracketed portions. The confidential redacted portion has been omitted and the Company Pool Loans, taken together, exceeds the Aggregate Commitment, the Company shall repay such excess without the necessity of any notice or demand. Repayment of any such excess amount shall be applied first, to prepay outstanding Swingline Loans, and second, to prepay outstanding Revolving Loans (in accordance filed separately with the applicable Collateral Pools), in each case in the direct order of their respective maturities (or, in the event that any such repayment is not sufficient to repay such excess amount in full, first, to prepay outstanding Swingline Loans pro rata, Securities and second, to prepay outstanding Revolving Loans pro rata) and shall be accompanied by accrued and unpaid interest thereonExchange Commission.

Mandatory Principal Payments. (a) On any day on which the aggregate outstanding principal of the Clearing Fund Pool Loans for any applicable Clearing Business exceeds the Clearing Fund Borrowing Base therefor (as determined pursuant to Section 10.8 1.4 after giving effect to any redesignation pursuant to Section 2.13), the Company shall immediately repay Loans in the amount of such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the applicable Clearing Fund Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (b) On any day on which the aggregate outstanding principal of the Company Pool Loans exceeds the Company Borrowing Base (as determined pursuant to Section 10.8 1.4 after giving effect to any redesignation pursuant to Section 2.13), the Company shall immediately repay Loans in the amount of such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the Company Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (c) On any day on which the aggregate outstanding principal of the Clearing Fund Pool Loans and the Company Pool Loans, taken together, exceeds the Aggregate CommitmentCommitments, the Company shall repay Loans in the amount of such excess without the necessity of any notice or demand. Repayment . (d) On any Revaluation Date which is a Business Day on which the U.S. Dollar Equivalent of the aggregate outstanding principal amount of Loans under any Applicable Tranche exceeds the Aggregate Applicable Tranche Commitments then in effect, then, the Company shall repay Revolving Loans under such Applicable Tranche and/or Swingline Loans under such Applicable Tranche, as the Company shall select, in the amount of such excess by (i) 5:45 p.m. (New York City time) on the Business Day the Company receives written notice of such excess from the Administrative Agent (the “Excess Notice Date”) if the Company receives notice from the Administrative Agent by 2:00 p.m. (New York City time) on such Excess Notice Date or (ii) on the next Business Day, prior to 11:00 a.m. (New York City time) after the Company receives notice of such excess if the Company receives notices from the Administrative Agent after 2:00 p.m. (New York City time) on such Excess Notice Date. (e) On any Business Day after giving effect to any requested Loan or on any Business Day when Loans are outstanding, on which the aggregate Borrowing Base (including each Clearing Fund Borrowing Base and the Company Collateral Borrowing Base) or the Aggregate Commitments is less than the sum of (i) 100% of the aggregate principal amount of outstanding Loans denominated in U.S. Dollars of such day and (2) 105% of the U.S. Dollar Equivalent of the aggregate principal amount of outstanding Loans denominated in Alternative Currencies as of such day, then, the Company shall, upon written notice from the Administrative Agent, pledge additional Collateral or prepay Loans in any Applicable Tranche at the option of the Company (or do any combination of the foregoing) as necessary to cure such deficiency (or in the event of any such excess amount shall be applied firstrequested Loan, instruct the Administrative Agent to prepay outstanding Swingline Loans, and second, return the proceeds of the requested Loan to prepay outstanding Revolving Loans (in accordance with the applicable Collateral Pools), in each case in the direct order of their respective maturities (Banks or, in the event that any such repayment pledge of such additional Collateral is not sufficient to repay made as of such excess amount Business Day, hold such funds in full, first, to prepay outstanding Swingline Loans pro rata, and second, to prepay outstanding Revolving Loans pro rata) and shall be accompanied by accrued and unpaid interest thereonthe Administrative Agent’s Office until the time of such pledge).

Mandatory Principal Payments. (i) In addition to the scheduled payments of principal, as provided in Section 2.3.8, the Borrower shall make the following mandatory prepayments of principal (singly and collectively, the "Mandatory Principal Payments") each of which shall be due and payable, except as otherwise provided for herein, on the later of (x) within five (5) Business Days of the event giving rise to such Mandatory Principal Prepayment obligation or (y) within three (3) Business Days of written demand therefor by the Agent; provided, however, at the request of the Borrower, the Agent agrees to hold the amount of any such Mandatory Principal Payment in an account in the name of Shelbourne OP pledged to the Agent (the "Mandatory Principal Payment Account"), on behalf of the Lenders, to secure the repayment of the Obligations, until the earlier of (x) the expiration of any relevant Interest Period so that the prepayment can be made without the Borrower incurring any costs under Section 2.3.16 or (y) ninety (90) days: (a) On If at any day on which time the aggregate outstanding principal balance of the Clearing Fund Pool Loans for any applicable Clearing Business exceeds Loan shall be greater than the Clearing Fund Borrowing Base therefor (as determined pursuant Maximum Collateral Property Loan Amount, then the Borrower shall make a principal payment to Section 10.8 after giving effect to any redesignation pursuant to Section 2.13)the Agent, on behalf of the Company shall immediately repay Lenders, in the amount of such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the applicable Clearing Fund Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand.immediately available funds (b) On Except with respect to the Net Proceeds resulting from the Seattle Tower Casualty, if at any day time or from time to time (x) a Collateral Property Owner shall suffer a Major Event of Loss with respect to a Collateral Property or (y) any Collateral Property as to which an Event of Loss (other than a Major Event of Loss) has occurred is not, or ceases to be, a Restoration Property, then the Borrower shall prepay the Loan in an amount equal to the Release Price of such Collateral Property in immediately available funds; provided, however, such Mandatory Principal Payment shall be due and payable on the later of (1) within two (2) Business Days of the date on which the aggregate outstanding principal applicable Collateral Property Owner receives the initial payment of insurance proceeds or condemnation awards with respect to such Event of Loss or (2) within three (3) Business Days of written demand therefor by the Company Pool Loans exceeds the Company Borrowing Base (as determined pursuant to Section 10.8 after giving effect to any redesignation pursuant to Section 2.13), the Company shall immediately repay such excess or pledge to the Collateral Agent, for the benefit of the Banks, additional Collateral in the Company Collateral Pool under the Collateral Documents as necessary to cure such deficiency, without the necessity of any notice or demand. (c) On any day on which In connection with the aggregate outstanding principal release of the Clearing Fund Pool Loans and Lien in favor of the Company Pool Loans, taken together, exceeds Agent on behalf of the Aggregate CommitmentLenders on any Collateral Property in accordance with Section 3.3, the Company Borrower shall repay such excess without prepay the necessity Loan in an amount equal to the Release Price of the said Collateral Property in immediately available funds simultaneously with, or prior to, the release of the said Lien. (d) If the Borrower or any notice Collateral Property Owner shall sell or demand. Repayment otherwise transfer a Collateral Property, then the Borrower shall prepay the Loan in an amount equal to the Release Price of any such excess amount the said Collateral Property in immediately available funds. (ii) Any Mandatory Principal Payment shall be applied firstin reduction of the outstanding principal balance of the Loan; provided, to prepay outstanding Swingline Loanshowever, that upon the occurrence and secondcontinuation of any Event of Default, to prepay outstanding Revolving Loans (in accordance with the applicable Collateral Pools), in each case in the direct order of their respective maturities (or, in the event that any such repayment is not sufficient to repay such excess amount in full, first, to prepay outstanding Swingline Loans pro rata, and second, to prepay outstanding Revolving Loans pro rata) and Mandatory Principal Payment shall be accompanied so applied in reduction of the Loan in such order and manner as determined solely by accrued the Agent. (iii) Notwithstanding anything herein to the contrary, the entire principal balance of the Loan, if not payable sooner as and unpaid interest thereonwhen provided herein, shall be due and payable in full on the Maturity Date (or as may be applicable, on the Extended Maturity Date).