Common use of Mandatory Repayment Clause in Contracts

Mandatory Repayment. (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity Date, and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, without notice or demand (including providing Letter of Credit Collateralization), on the Maturity Date. (b) If on any date, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (c) In the event that, on any date, the sum of (A) the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).

Mandatory Repayment. (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity DateDate and (without limiting Borrower’s obligations to either (i) provide to Agent cash collateral in respect of the outstanding Letters of Credit or (ii) make other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender, and at least three (3) Business Days prior to the Maturity Date or in accordance with the provisions of Section 2.1(a)(iii)) all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, full without notice or demand (including either (i) providing cash collateral to be held by Agent in an amount equal to 103% of the Letter of Credit CollateralizationUsage, (ii) making other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender or (iii) causing the original Letters of Credit to be returned to Agent), on the Maturity Date. (b) If on In the event that, at any datetime, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers promptly upon obtaining notice of such excess (and in any event within two (2) Business Days of obtaining such notice) Borrower shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occursLenders. (c) In the event that, on at any datetime, the sum of (A) the then outstanding Revolving Credit Facility Usage plus (B) and the Letter of Credit Usage exceeds the then extant Borrowing Base, then, promptly (and in each such any event, within 1 Business Day of the Borrowers occurrence of such excess), Borrower shall repay the Obligations in the amount of such excess to Agent, Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occursLenders. (d) The Borrowers At least once during each 6 consecutive month period, Borrower shall repay in full in cash to Agent, for the benefit of the Lenders, each an amount of outstanding Loans so that the outstanding principal amount of Loans shall remain at $5,000,000 or less for at least ten consecutive days thereafter; provided, that once during the term of this Agreement, at Borrower’s election upon Borrower providing written notice to Agent, so long as no Event of Default has occurred and is continuing and the Total Reserves are less than $300,000,000 plus the Capital Amount, such repayment shall only be required once during a consecutive nine (9) month period. (e) Within 3 Business Days of the date of the issuance by Borrower of any equity Securities, Borrower shall prepay the outstanding principal amount of the Obligations (as defined in the July 2014 Credit Agreement) under the July 2014 Credit Agreement in an amount equal to 100% of the net cash proceeds (net of reserves for any reasonably expected expenses) received by Borrower in connection with such issuance. Any remaining net cash proceeds from such issuance after prepaying the outstanding principal amount of such “Obligations” under the July 2014 Credit Agreement shall be applied to prepay the Obligations. The provisions of this Section 2.8(e) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement. (f) Within 3 Business Days of the date of incurrence by ▇▇▇▇▇▇▇▇ of any Debt (other than Debt permitted under Section 6.1), Borrower shall prepay the outstanding principal amount of the Obligations (as defined in the July 2014 Credit Agreement) under the July 2014 Credit Agreement in an amount equal to 100% of the net cash proceeds (net of reserves for any reasonably expected expenses) received by Borrower in connection with such incurrence. Any remaining net cash proceeds from the incurrence of such Debt after prepaying the outstanding principal amount of such “Obligations” under the July 2014 Credit Agreement shall be applied to prepay the Obligations. The provisions of this Section 2.8(f) shall not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms of this Agreement. (g) All prepayments of the Loans made pursuant to this Section 2.8 shall (i) so long as no Application Event shall have occurred and be continuing, be applied ratably to the outstanding principal amount of the Loans, until paid in full, (ii) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.3(a)(ii), and (iii) so long as an Event of Default has not occurred and is not continuing, to the extent that such prepayments are to be applied to the Advances pursuant to Section 2.8(g)(i) above, be applied, first, ratably to Advances that are Base Rate Loans, until paid in full, and, second, ratably to Advances that are LIBOR Rate Loans or SOFR Loans, until paid in full; provided, however that if Borrower provides Agent with prior written notice of Borrower’s election not to apply such proceeds to the principal amount of any such LIBOR Rate Loan or SOFR Loan prior to the last date of the Interest Period with respect to such LIBOR Rate Loans or SOFR Loan, the amount which would otherwise be applied against such LIBOR Rate Loans or SOFR Loans pursuant to this Section 2.8(g)(iii) shall instead be wired to the Collateral Account described by Borrower in full in immediately available fundssuch notice, in each case within 180 days after pending its application by Agent pursuant to the relevant Funding Date for such Loan (each, a “Repayment Date”provisions of Section 2.6(i).

Mandatory Repayment. (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity Date, Date and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, without notice or demand (including either (i) providing cash collateral to be held by Agent in an amount equal to 102% of the Letter of Credit CollateralizationUsage, or (ii) causing the original Letters of Credit to be returned to Agent), on the Maturity Date. (bi) If On the last Business Day of each quarter and, in addition, promptly upon the receipt by the Agent of a Currency Valuation Notice (as defined below), the Agent shall determine the aggregate Revolving Credit Facility Usage and Letter of Credit Usage. For the purpose of this determination, the outstanding principal amount of any Loan or the undrawn amount of any outstanding Letter of Credit that is denominated in any Alternative Currency shall be deemed to be the Dollar Equivalent of the amount in the Alternative Currency of such Loan or Letter of Credit, determined as of such quarterly date or, in the case of a Currency Valuation Notice received by the Agent prior to 11:00 a.m., New York time on any datea Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Agent shall promptly notify the Lenders and the Borrower thereof. (i) In the event that, as of the date of such determination, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds 105% of the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers shall repay the Obligations in the amount promptly upon obtaining notice of such excess to Agent for the benefit of the Lenders (and in any event within three (3) Business Days of obtaining such notice) Borrower shall repay such amount or cash collateralize Letters of Credit as shall be necessary so that the date when such excess first occurs. (c) In the event that, on any date, the sum of (A) the outstanding Revolving Credit Facility Usage plus (B) and the Letter of Credit Usage exceeds does not exceed the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the then extant amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occursMaximum Revolver Amount. (dii) The Borrowers shall repay in full in cash For purposes hereof, “Currency Valuation Notice” means a notice given by the Required Lenders to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for Agent stating that such Loan (each, notice is a “Repayment Date”)Currency Valuation Notice” and requesting that the Agent determine the aggregate Revolving Credit Facility Usage and Letter of Credit Usage. The Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any rolling three month period.

Mandatory Repayment. In the event Borrower (ai) The Revolver Commitmentsprocures financing from any source, including whether in the form of Indebtedness or equity or issues or sells any commitment equity securities in excess of the Threshold Amount (a “Threshold Financing”), or (ii) makes an Asset Disposition (other than sales of Inventory and dispositions of obsolete or excess Equipment in the ordinary course of business), or (iii) undergoes a Change of Control, then to issue any Letter the extent not prohibited under the terms of Creditthe Intercreditor Agreement, shall terminate on an amount equal to the Maturity Dateentire net proceeds thereof (after deducting proceeds, and all Loansif any, all interest that has applied to the Senior Indebtedness), or the portion thereof equal to the outstanding balance of the Term Loan plus accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Documentinterest and Maintenance Fee, and all other Obligations immediately amounts then due and owing hereunder, shall be paid by Borrower to Lender to repay or reduce the Term Loan; provided, however, that in the event of a Threshold Financing in the form of Subordinated Debt, equity or equity securities, Borrower shall be required to make the payment set forth in this Section 2.5(D) only to the extent and in the amount that the net proceeds of such Threshold Financing to Borrower exceeds the Threshold Amount. All payments hereunder shall be applied first, to accrued interest on the Term Loan, second, to any outstanding fees (including the Maintenance Fee), costs and/or expenses owing, due and payable in fullto Lender, without notice or demand (including providing Letter of Credit Collateralization), on third to the Maturity Date. (b) If on any date, the sum outstanding principal balance of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, thenTerm Loan, and in each such eventfourth, the Borrowers shall repay the to any other Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occursthen owing. (c) In the event that, on any date, the sum of (A) the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).

Mandatory Repayment. (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity DateDate and (without limiting Borrower’s obligations to either (i) provide to Agent cash collateral in respect of the outstanding Letters of Credit or (ii) make other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender, and at least three (3) Business Days prior to the Maturity Date or in accordance with the provisions of Section 2.1(a)(iii)) all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, full without notice or demand (including either (i) providing cash collateral to be held by Agent in an amount equal to 103% of the Letter of Credit CollateralizationUsage, (ii) making other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender or (iii) causing the original Letters of Credit to be returned to Agent), on the Maturity Date. (b) If on In the event that, at any datetime, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers promptly upon obtaining notice of such excess (and in any event within two (2) Business Days of obtaining such notice) Borrower shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three Lenders. (3c) [Intentionally omitted]. (d) [Intentionally omitted]. (e) Within 3 Business Days of the date when of the issuance by Borrower of any equity Securities, Borrower shall prepay the outstanding principal amount of the Obligations in an amount equal to 100% of the net cash proceeds (net of reserves for any reasonably expected expenses) received by Borrower in connection with such excess first occursissuance. The provisions of this Section 2.8(e) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement. (cf) In the event that, on any date, the sum of (A) the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Within 3 Business Days of the date when of incurrence by Borrower of any Debt (other than Debt permitted under Section 6.1), Borrower shall prepay the outstanding principal amount of the Obligations in an amount equal to 100% of the net cash proceeds (net of reserves for any reasonably expected expenses) received by Borrower in connection with such excess first occursincurrence. The provisions of this Section 2.8(f) shall not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms of this Agreement. (dg) The Borrowers shall repay in full in cash to Agent, for the benefit All prepayments of the LendersLoans made pursuant to this Section 2.8 shall (i) so long as no Application Event shall have occurred and be continuing, each be applied ratably to the outstanding principal amount of the Loans, until paid in full, (ii) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.3(a)(ii), and (iii) so long as an Event of Default has not occurred and is not continuing, to the extent that such prepayments are to be applied to the Advances pursuant to Section 2.8(g)(i) above, be applied, first, ratably to Advances that are Base Rate Loans, until paid in full, and, second, ratably to Advances that are LIBOR Rate Loans, until paid in full; provided, however that if Borrower provides Agent with prior written notice of Borrower’s election not to apply such proceeds to the principal amount of any such LIBOR Rate Loan prior to the last date of the Interest Period with respect to such LIBOR Rate Loan, the amount which would otherwise be applied against such LIBOR Rate Loans pursuant to this Section 2.8(g)(iii) shall instead be wired to the Collateral Account described by Borrower in full in immediately available fundssuch notice, in each case within 180 days after pending its application by Agent pursuant to the relevant Funding Date for such Loan (each, a “Repayment Date”provisions of Section 2.6(i).

Mandatory Repayment. (ai) The Revolver CommitmentsIf the Company shall (x) be a party to any Change of Control Transaction or Fundamental Transaction or (y) agree to sell or dispose of any of its assets in one or more transactions, including any commitment to issue any Letter other than in the ordinary course of Creditbusiness consistent with past practice (whether or not such sale would constitute a Change of Control Transaction), shall terminate on then simultaneously with the Maturity Date, and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations execution of the Borrowers with respect term sheet, letter of intent, memorandum of understanding or other document outlining the terms of such Change of Control Transaction or Fundamental Transaction, the Company will be required to offer to repay the then outstanding Letters aggregate principal amount of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, without notice or demand (including providing Letter the Notes at 115% of Credit Collateralization), on the Maturity Dateprincipal amount thereof. (bii) If on any dateSimultaneously with the closing of the Public Offering, the sum Company shall offer to pay to the Holder as a repayment of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant principal amount of this Note an amount equal to the Maximum Revolver Amountgreater of (x) 16% of the net proceeds from the Public Offering as shall be set forth in the Use of Proceeds section of the Prospectus used by the Company in connection with the Public Offering or (y) $480,000, thenplus all accrued and unpaid interest thereon to the date of such payment. (iii) In connection with the Public Offering, and in each if the underwriter(s) of such eventPublic Offering elects to exercise all or any portion of the option granted to it to cover over-allotments (the “Green Shoe Transaction”), then within one Business Day of the Company being notified that the underwriter(s) intend to proceed with the Green Shoe Transaction, the Borrowers Company shall repay offer to pay to the Obligations in Holder as a repayment of the principal amount of such excess this Note an amount equal to Agent for the benefit 40% of the Lenders gross proceeds from the Green Shoe Transaction, plus all accrued and unpaid interest thereon to the date of such payment. (iv) In connection with the sale by the Company of any equity or debt securities other than the Bridge Transaction or the Public Offering, then within one Business Day of the Company’s determination to proceed with such sale of securities, the Company shall offer to pay to the Holder as a repayment of the principal amount of this Note an amount equal to 24% of the gross proceeds thereof, plus all accrued and unpaid interest thereon to the date of such payment. (v) The Company shall offer to pay to the Holder as a prepayment of the principal amount of this Note plus all accrued and unpaid interest thereon to the date of such payment, an amount equal to 8% of the gross revenues received by it from each licensing agreement entered into by the Company, such offer to be made within three (3) Business Days of the date when Company’s receipt of such excess first occursrevenues. All such payments shall be made by the Company within three Business Days of the actual receipt thereof by the Company. (cvi) In The offers of repayment as set forth in Sections 2(f)(i) thru 2(f)(v) shall be made in writing (a “Repayment Offer”). If the event thatHolder has not advised the Company that it elects to receive the repayment provided for in the Repayment Offer within ten Business Days of the giving of such Repayment Offer, then the Holder shall no longer have any right to receive any prepayment from the transaction to which such Repayment Offer applied. If the Holder should elect to receive any repayment pursuant to Sections 2(f)(i) thru 2(f)(iv) such payments shall be made on any date, the sum later of (A) one Business Day of the Revolving Credit Facility Usage plus Holder’s election or (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount closing of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurstransaction. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).

Mandatory Repayment. Notwithstanding any provision of this Agreement to contrary: (ai) The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate Borrower will repay the Loans in full on demand upon the Maturity Date, and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations acceleration of the Borrowers with respect due date of any of the Loans by the Agent pursuant to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, without notice or demand (including providing Letter of Credit Collateralization), on the Maturity DateArticle VI and/or Section 2.17 hereof. (bii) If on The Borrower shall pay to the Agent Net Proceeds within not more than five (5) Business Days after the Borrower shall receive Net Proceeds from (x) Dispositions, (y) any date, equity securities issuance or sale; or (z) insurance recoveries and condemnation and eminent domain awards. Collateral shall be released from the sum liens of the Collateral Documents upon any Disposition of such Collateral, provided that (i) no Event of Default has occurred and (ii) the Borrower shall have made the mandatory repayment (from the Net Proceeds and not as an additional payment) required under the terms of this Section 2.6. All payments made pursuant to this Section 2.6 shall be first applied to the Non-Interest Bearing Term Loan before being applied to the Revolving Loans and then outstanding to the Interest Bearing Term Loan, except that for the purposes of determining whether the unpaid principal balance of the Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage Loans exceeds the then extant Borrowing Base plus the amount of the Maximum Revolver Amountconsolidated cash of Borrower and its Subsidiaries (as provided in Section 2.6(d)(iii) below), thenall principal payments paid after July 1, and in each such event2001, shall be deemed to have been principal payments on the Revolving Loans. (iii) The Borrower shall, upon demand by Agent, pay to the Agent as a principal reduction of the Revolving Loan the amount by which the principal balance then outstanding on the Revolving Loans at any time exceeds the Borrowing Base plus the (iv) In addition to all other payments required to be paid under the terms of this Agreement, the Borrowers Borrower shall repay pay to Agent (y) on or before November 1, 2001, as a principal payment on the Obligations Non-Interest Bearing Term Loan, the Minimum Required Paydown; and (z) upon a Change in Control, the amount entire unpaid principal sum of such excess and all accrued interest upon the Loans, as reduced, if at all, by clause (v) of this Section 2.6(d). (v) Notwithstanding any provision of this Agreement or the Notes to the contrary, upon payment by the Borrower to the Agent for the ratable benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (c) In the event thatBanks, in one or more transactions, on any dateor prior to November 1, the sum 2001, of payments of principal aggregating: (A) the Revolving Credit Facility Usage plus Four Million Dollars ($4,000,000) by Federal Reserve Bank wire-transfer or in cash, or (B) the Letter sum of: (1) Three Million Dollars ($3,000,000) by Federal Reserve Bank wire-transfer or in cash, and (2) warrants, stock options or other equity securities of Credit Usage exceeds the Borrowing BaseBorrower, in any case acceptable in form and substance to Banks, having a value, as determined in good faith by Banks, of not less than One Million Dollars ($1,000,000), the Obligations shall be deemed satisfied in full (with any unpaid balances of the Notes being forgiven and discharged) and Banks shall deliver to Borrower the Notes marked "Canceled". (vi) Notwithstanding any provision of this Agreement or the Notes to the contrary, if the aggregate sum of all principal payments made by the Borrower, in one or more transactions, to the Agent for the ratable benefit of the Banks on or before November 1, 2001 is less than the amounts set forth in Section 2.6(d)(v)(A) or (B) above, then, as received: (A) Banks shall credit Four Dollars ($4.00) of Obligations as paid for each One Dollar ($1.00) of principal actually paid by Borrower to the Agent on or before November 1, 2001 (constituting a 10 forgiveness of indebtedness of Three Dollars ($3.00) for each One Dollar ($1.00) of principal received); and in (B) Banks shall credit Three Dollars ($3.00) of Obligations as paid for each such eventOne Dollar ($1.00) of principal actually paid during the period from November 2, 2001 through January 31, 2002 (constituting a forgiveness of indebtedness of Two Dollars ($2.00) for every One Dollar ($1.00) received). Any principal payments received by the Borrowers shall repay the Obligations in the amount of such excess to Agent, Agent for the ratable benefit of the Lenders within three (3Banks after January 31, 2002, shall be credited Dollar for Dollar and no forgiveness of indebtedness or additional payment credits shall be granted. The provisions of Section 2.6(d)(v) Business Days and this Section 2.6(d)(vi) shall not be construed to apply to any of the date when such excess first occursBorrower's or Guarantors' lease obligations to Banc One Leasing Corporation or The Fifth Third Bank, formerly known as The Fifth Third Bank of Central Indiana. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).

Mandatory Repayment. The Outstanding Principal Obligations under a Credit Facility shall be prepaid to the Agent for the rateable benefit of the Lenders: (a) The Revolver Commitmentsin accordance with their respective rateable shares, by the amount that the Outstanding Principal Obligations under such Credit Facility exceed the Aggregate Commitments under such Credit Facility at any time and from time to time, whether as a result of oversight or otherwise (but subject to Section 6.4 if due to exchange rate fluctuations), together with any other amounts payable to the Agent and Lenders by the Borrower hereunder in respect thereof including any commitment pursuant to issue any Letter of CreditSection 12.6; (b) in the event that the Combination Date does not occur by the Availability Expiry Date (for greater certainty, as the same may be extended in accordance with this Agreement), the Aggregate Commitments under each Credit Facility shall terminate be terminated and cancelled in their entirety on the Maturity Datefirst day after the Availability Expiry Date and any Outstanding Principal Obligations shall be immediately due and repayable on such termination day, together with any accrued and unpaid interest thereon and all Loans, all interest that has accrued and remains unpaid thereonCommitment Fees and other Obligations; and (c) in the event that any Specified Debt becomes due and payable, all contingent reimbursement obligations of Outstanding Principal Obligations selected by the Borrowers with respect Agent in an aggregate principal amount equal to outstanding Letters of Credit, all unpaid fees, costs, the maximum amount guaranteed under such Guarantee (such Outstanding Principal Obligations to be selected by the Agent first from Outstanding Principal Obligations under the Revolving Tranche and thereafter from Outstanding Principal Obligations under the Term Tranche) shall be immediately due and repayable on the third (3rd) Business Day after the day such Specified Debt becomes due and payable unless such Specified Debt is repaid or expenses that are payable hereunder refinanced or under any other Loan Document, and all other Obligations immediately shall otherwise ceases to be due and payable in full, without notice on or demand before such third (including providing Letter 3rd) Business Day. Subject to Section 2.10 and provided no Default or Event of Credit Collateralization), on the Maturity Date. (b) If on any date, the sum of the then outstanding Revolving Credit Facility Usage Default has occurred and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, thenis continuing, and in each such eventconsultation with the Agent, the Borrowers Borrower may, at its election, designate what Type of Advance shall repay the Obligations in the amount of such excess be prepaid with proceeds or amounts to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (c) In the event that, on any date, the sum of (A) the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess be paid pursuant to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).Section

Mandatory Repayment. (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, Revolving Credit Facility Commitments shall automatically terminate on the Maturity Final Revolving Commitment Termination Date, and the Loans shall convert into a term loan andeach Converted Term Loan shall be repayable as provided in Section 2.3(e) hereof. Notwithstanding the foregoing, at the request of Borrower, any Letters of Credit that are outstanding on the Final Revolving Commitment Termination Date shall be renewed through the Final Payment Date that is applicable to Revolving Loans. On the Final Payment Date all remainingthat is applicable to Revolving Loans, the entire outstanding principal balance of the Converted Term Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations (including any amounts due and payable to any Bank Product Provider in respect of all Bank Products provided by such Bank Product Provider) immediately shall be each become due and payable in full, without notice or demand (including (a) either (i) providing Letter of Credit Collateralization), on the Maturity Date. (b) If on any date, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess cash collateral to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (c) In the event that, on any date, the sum of (A) the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (d) The Borrowers shall repay in full in cash to be held by Agent, for the benefit of the Lenders, each Loan in full an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Issuing Bank, and (b) providing cash collateral (in immediately available funds, in each case within 180 days after an amount determined by Lender as sufficient to satisfy the relevant Funding Date reasonably estimated credit exposure) to be held by Agent for such Loan (each, a “Repayment Date”the benefit of the Bank Product Providers with respect to the Bank Product Obligations). (b) Borrower shall make repayments in accordance withof Revolving Loans to the extent required by Section 2.1(c). (c) All prepayments of the Loans made pursuant to Section 2.8(b), which repayments shall be applied, first, to the outstanding principal amount of the Revolving Loans, until paid in full, and second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage, until paid in full.

Mandatory Repayment. (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity DateDate and (without limiting Borrower’s obligations to either (i) provide to Agent cash collateral in respect of the outstanding Letters of Credit or (ii) make other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender, and at least three (3) Business Days prior to the Maturity Date or in accordance with the provisions of Section 2.1(a)(iii)) all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, full without notice or demand (including either (i) providing cash collateral to be held by Agent in an amount equal to 103% of the Letter of Credit CollateralizationUsage, (ii) making other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender or (iii) causing the original Letters of Credit to be returned to Agent), on the Maturity Date. (ba) If on In the event that, at any datetime, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers promptly upon obtaining notice of such excess (and in any event within two (2) Business Days of obtaining such notice) Borrower shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occursLenders. (cb) In the event that, on at any datetime, the sum of (A) the then outstanding Revolving Credit Facility Usage plus (B) and the Letter of Credit Usage exceeds the then extant Borrowing Base, then, promptly (and in each such any event, within 1 Business Day of the Borrowers occurrence of such excess), Borrower shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (d) The Borrowers shall repay in full in cash to Agent, Agent for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).

Mandatory Repayment. (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity DateDate and (without limiting Borrower’s obligations to either (i) provide to Agent cash collateral in respect of the outstanding Letters of Credit or (ii) make other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender, and at least three (3) Business Days prior to the Maturity Date or in accordance with the provisions of Section 2.1(a)(iii)) all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, full without notice or demand (including either (i) providing cash collateral to be held by Agent in an amount equal to 103% of the Letter of Credit CollateralizationUsage, (ii) making other arrangements (which may include backstop letters of credit) reasonably satisfactory to the Agent and the Issuing Lender or (iii) causing the original Letters of Credit to be returned to Agent), on the Maturity Date. (b) If on In the event that, at any datetime, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers promptly upon obtaining notice of such excess (and in any event within two (2) Business Days of obtaining such notice) Borrower shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occursLenders. (c) In the event that, on at any datetime, the sum of (A) the then outstanding Revolving Credit Facility Usage plus (B) and the Letter of Credit Usage exceeds the then extant Borrowing Base, then, promptly (and in each such any event, within 1 Business Day of the Borrowers occurrence of such excess), Borrower shall repay the Obligations in the amount of such excess to Agent, Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occursLenders. (d) The Borrowers At least once during each 6 consecutive month period, Borrower shall repay in full in cash to Agent, for the benefit of the Lenders, each an amount of outstanding Loans so that the outstanding principal amount of Loans shall remain at $5,000,000 or less for at least ten consecutive days thereafter; once during the term of this Agreement, at Borrower’s election upon Borrower providing written notice to Agent, so long as no Event of Default has occurred and is continuing, such repayment shall only be required once during a consecutive nine (9) month period. (e) Within 3 Business Days of the date of the issuance by Borrower of any equity Securities, Borrower shall prepay the outstanding principal amount of the Obligations in an amount equal to 100% of the net cash proceeds (net of reserves for any reasonably expected expenses) received by Borrower in connection with such issuance. The provisions of this Section 2.8(e) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement. (f) Within 3 Business Days of the date of incurrence by Borrower of any Debt (other than Debt permitted under Section 6.1), Borrower shall prepay the outstanding principal amount of the Obligations in an amount equal to 100% of the net cash proceeds (net of reserves for any reasonably expected expenses) received by Borrower in connection with such incurrence. The provisions of this Section 2.8(f) shall not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms of this Agreement. (g) All prepayments of the Loans made pursuant to this Section 2.8 shall (i) so long as no Application Event shall have occurred and be continuing, be applied ratably to the outstanding principal amount of the Loans, until paid in full, (ii) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.3(a)(ii), and (iii) so long as an Event of Default has not occurred and is not continuing, to the extent that such prepayments are to be applied to the Advances pursuant to Section 2.8(g)(i) above, be applied, first, ratably to Advances that are Base Rate Loans, until paid in full, and, second, ratably to Advances that are LIBOR Rate Loans, until paid in full; provided, however that if Borrower provides Agent with prior written notice of Borrower’s election not to apply such proceeds to the principal amount of any such LIBOR Rate Loan prior to the last date of the Interest Period with respect to such LIBOR Rate Loan, the amount which would otherwise be applied against such LIBOR Rate Loans pursuant to this Section 2.8(g)(iii) shall instead be wired to the Collateral Account described by Borrower in full in immediately available fundssuch notice, in each case within 180 days after pending its application by Agent pursuant to the relevant Funding Date for such Loan (each, a “Repayment Date”provisions of Section 2.6(i).

Mandatory Repayment. 2.5.1 In the event the Outstanding Amount of all Advances outstanding under the Revolver Facility at any time exceeds the lesser of (i) the Revolver Amount or (ii) the Borrowing Base, (the "FACILITY LIMIT"), the Corporate Borrowers, without the Agent being required to make demand therefor, shall forthwith make the necessary payments or repayments to the Lenders to reduce the Outstanding Amount of the Advances outstanding under the Revolver Facility to an amount equal to or less than the Facility Limit. 2.5.2 On the date of each reduction of each Lender's Revolver Commitment pursuant to Section 2.8, each Corporate Borrower shall repay to such Lender such amount on account of such Lender's Rateable Share of Advances made to such Corporate Borrower under the Revolver Facility as may be required to ensure that the Outstanding Amount of such Lender's Rateable Share of all Advances under the Revolver Facility does not exceed its Revolver Commitment at that time after giving effect to that reduction. Such Lender shall apply any such amount so repaid as follows: (a) The first, to repay its Rateable Share of Loans under the Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity Date, and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, without notice or demand (including providing Letter of Credit Collateralization), on the Maturity Date.Facility; (b) If on any datesecond, to prepay to the sum Lender the obligations of each Relevant Borrower under Section 7.5.9 in respect of Bankers' Acceptances issued for such Relevant Borrower's account under the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs.Facility; and (c) In third, to be credited to the event thatCash Collateral Account and held as cash collateral by the Agent to secure the payment and performance of the Relevant Borrower's obligations under Section 7.6 in respect of outstanding Standby Credits until such Standby Credits expire or are drawn upon, on any date, whereupon the sum of (A) amounts so credited will be applied by the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and Agent to pay such obligations in each such event, the Borrowers shall repay the Obligations in the amount respect of such excess drawing or (if not so required by the Majority Lenders), subject to AgentSection 12.2, for returned to the benefit of the Lenders within three (3) Business Days of the date when such excess first occursRelevant Borrower. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).

Mandatory Repayment. (a1) The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity Date, and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, Loans and all other Obligations immediately shall be shall become due by the Construction Receiver upon the occurrence of an Event of Default hereunder which has been accelerated by the Lenders in accordance with Section 9.02, and payable in full, without notice or demand (including providing Letter of Credit Collateralization), on the Maturity Datesubject to compliance with any conditions to such acceleration set forth therein. (b2) If on Notwithstanding any dateother section of this Agreement, including without limitation, anything to the contrary in Sections 4.01 or 5.01(1) (but subject to Sections 5.01(4) and 5.01(5)), the sum of Construction Receiver shall only be required to pay interest accrued on the then outstanding Revolving Credit Facility Usage and Loans (including default interest pursuant to Section 2.08), the then aggregate Letter of Credit Usage exceeds Deferred Commitment Fee, the then extant principal amount of the Maximum Revolver Amount, thenLoans outstanding under the Credit Facility (whether before or after an Event of Default or acceleration) and all other Obligations from time to time only out of and from (i) receipts of Gross Sale Proceeds from the sale of Units or other income from the Units or the realization thereof, and (ii) receipts of sales proceeds, rental (including occupation rent) or other income from, or the realization of, the Beach Remaining Lands, the Leslieville Project (other than the Units) and any and all other property, assets and undertaking of UC Leslieville, UC Beach and UC Riverdale (collectively the amounts in clauses (i) and (ii) being herein called “Proceeds for Distribution”), in each case, as and when such event, Proceeds for Distribution become available for distribution by the Borrowers shall repay Construction Receiver to the Obligations Lenders in the amount of such excess UC Receivership Proceedings; provided that nothing hereinbefore provided shall limit any right or remedy which the Administrative Agent or the Lenders may have under Article 9, subject to Agent for compliance with the benefit Settlement Approval Order and any other applicable order of the Lenders within three Court in the UC Receivership Proceedings. (3) All Proceeds for Distribution (net of the Construction Receiver’s Reserve as contemplated by the Settlement Approval Order) shall be distributed by the Construction Receiver in accordance with and subject to the Waterfall approved under the Settlement Approval Order, unless otherwise ordered by the Court in the UC Receivership Proceedings. The Lenders may apply any Proceeds for Distribution received from the Construction Receiver in payment of Obligations under this Agreement to such of the Obligations then outstanding as the Lenders may determine in their discretion. Any principal portion of the Loans repaid by the Construction Receiver shall permanently reduce the Credit Facility Commitment available under the applicable Tranche (as determined by the Lenders in their sole discretion) by an equivalent amount and no such principal amount so repaid may thereafter be re-advanced. (4) The Lenders acknowledge and agree that during the Operating Phase, and provided no Event of Default has occurred and remains outstanding, the operating costs of the Leslieville Project (including the reimbursement of Craft for such operating costs) (collectively, “Operating Phase Costs”) shall be paid from the interim occupancy revenues collected by the Construction Receiver or the Operating Manager from such Curzon Purchasers. To facilitate the payment of such Operating Phase Costs, the Operating Manager shall be authorized and required by the Construction Receiver (i) to collect such revenues, (ii) to pay Operating Phase Costs from the revenues so collected (so long as such Operating Phase Costs are at or below the amounts budgeted therefor in the Operating Budget), and (iii) to remit the positive balance (if any) remaining thereafter to the Construction Receiver (collectively, “Remitted Amounts”). To the extent so remitted, the Construction Receiver (i) shall not be required to treat any Remitted Amounts as Proceeds for Distribution pursuant to Section 5.01(2), and (ii) may use any Remitted Amounts so retained for subsequent application in payment of any of its costs and expenses, provided that any such amounts that are not so used shall be distributed as Proceeds for Distribution and eventually distributed by the Construction Receiver at such time as may be determined by it. (5) Amounts outstanding under the ITC Tranche shall be repaid by the Construction Receiver within five Business Days of the date when such excess first occurs. Construction Receiver’s receipt from the Canada Revenue Agency of an amount or amounts on account of amounts previously set-off by the Canada Revenue Agency against input tax credits claimed by the Construction Receiver and assessed against any of UC Riverdale, UC Leslieville or UC Beach by Canada Revenue Agency. For greater certainty, (c) In the event that, on any date, the sum of (Ai) the Revolving Credit Facility Usage plus (BConstruction Receiver’s obligation under this Section 5.01(5) shall be limited to only the Letter of Credit Usage exceeds amount or amounts actually received by the Borrowing Base, thenConstruction Receiver from the Canada Revenue Agency, and in each such event, (ii) any other amounts remaining unpaid under the Borrowers ITC Tranche shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”be repaid as provided under Section 5.01(2).

Mandatory Repayment. (ai) The Revolver CommitmentsIf the Company shall (x) be a party to any Change of Control Transaction or Fundamental Transaction or (y) agree to sell or dispose of any of its assets in one or more transactions, including any commitment to issue any Letter other than in the ordinary course of Creditbusiness consistent with past practice (whether or not such sale would constitute a Change of Control Transaction), shall terminate on then simultaneously with the Maturity Date, and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations execution of the Borrowers with respect term sheet, letter of intent, memorandum of understanding or other document outlining the terms of such Change of Control Transaction or Fundamental Transaction the Company will be required to offer to repay the then outstanding Letters aggregate principal amount of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, without notice or demand (including providing Letter the Notes at 115% of Credit Collateralization), on the Maturity Dateprincipal amount thereof. (bii) If on any dateSimultaneously with the closing of the Public Offering, the sum Company shall offer to pay to the Holder as a repayment of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant principal amount of this Note an amount equal to the Maximum Revolver Amountgreater of (x) 4% of the net proceeds from the Public Offering as shall be set forth in the Use of Proceeds section of the Prospectus used by the Company in connection with the Public Offering or (y) $120,000, thenplus all accrued and unpaid interest thereon to the date of such payment. (iii) In connection with the Public Offering, and in each if the underwriter(s) of such eventPublic Offering elects to exercise all or any portion of the option granted to it to cover over-allotments (the “Green Shoe Transaction”), then within one Business Day of the Company being notified that the underwriter(s) intend to proceed with the Green Shoe Transaction, the Borrowers Company shall repay offer to pay to the Obligations in Holder as a repayment of the principal amount of such excess this Note an amount equal to Agent for the benefit 10% of the Lenders gross proceeds from the Green Shoe Transaction, plus all accrued and unpaid interest thereon to the date of such payment. (iv) In connection with the sale by the Company of any equity or debt securities other than the Bridge Transaction or the Public Offering, then within one Business Day of the Company’s determination to proceed with such sale of securities, the Company shall offer to pay to the Holder as a repayment of the principal amount of this Note an amount equal to 6% of the gross proceeds thereof, plus all accrued and unpaid interest thereon to the date of such payment. (v) The Company shall offer to pay to the Holder as a prepayment of the principal amount of this Note plus all accrued and unpaid interest thereon to the date of such payment, an amount equal to 2% of the gross revenues received by it from each licensing agreement entered into by the Company, such offer to be made within three (3) Business Days of the date when Company’s receipt of such excess first occursrevenues. All such payments shall be made by the Company within three Business Days of the actual receipt thereof by the Company. (cvi) In The offers of repayment as set forth in Sections 2(f)(i) thru 2(f)(v) shall be made in writing (a “Repayment Offer”). If the event thatHolder has not advised the Company that it elects to receive the repayment provided for in the Repayment Offer within ten Business Days of the giving of such Repayment Offer, then the Holder shall no longer have any right to receive any prepayment from the transaction to which such Repayment Offer applied. If the Holder should elect to receive any repayment pursuant to Sections 2(f)(i) thru 2(f)(iv) such payments shall be made on any date, the sum later of (A) one Business Day of the Revolving Credit Facility Usage plus Holder’s election or (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount closing of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurstransaction. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).

Mandatory Repayment. 2.5.1. In the event the Outstanding Amount of all Advances outstanding under the Revolver Facility at any time exceeds the lesser of (i) the Revolver Amount or (ii) the Borrowing Base, (the "Facility Limit"), the Borrowers, without the Agent being required to make demand therefor, shall forthwith make the necessary payments or repayments to the Lenders to reduce the Outstanding Amount of the Advances outstanding under the Revolver Facility to an amount equal to or less than the Facility Limit. 2.5.2. On the date of each reduction of each Lender's Revolver Commitment pursuant to Section 2.7, each Borrower shall repay to such Lender such amount on account of such Lender's Rateable Share of Advances made to such Borrower under the Revolver Facility as may be required to ensure that the Outstanding Amount of such Lender's Rateable Share of all Advances under the Revolver Facility does not exceed its Revolver Commitment at that time after giving effect to that reduction. Such Lender shall apply any such amount so repaid as follows: (a) The first, to repay its Rateable Share of Loans under the Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity Date, and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, without notice or demand (including providing Letter of Credit Collateralization), on the Maturity Date.Facility; (b) If on any datesecond, to prepay to the sum Lender the obligations of each Relevant Borrower under Section 7.5.9 in respect of Bankers' Acceptances issued for such Borrower's account under the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs.Facility; and (c) In third, to be credited to the event thatCash Collateral Account and held as cash collateral by the Agent to secure the payment and performance of the Relevant Borrower's obligations under Section 7.6 in respect of outstanding Standby Credits until such Standby Credits expire or are drawn upon, on any date, whereupon the sum of (A) amounts so credited will be applied by the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and Agent to pay such obligations in each such event, the Borrowers shall repay the Obligations in the amount respect of such excess drawing or (if not so required by the Majority Lenders), subject to AgentSection 12.2, for returned to the benefit of the Lenders within three (3) Business Days of the date when such excess first occursRelevant Borrower. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).

Mandatory Repayment. (a1) The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity Date, and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be become due by the Construction Receiver upon the occurrence of an Event of Default hereunder which has been accelerated by the Lender in accordance with Section 9.02, and payable in full, without notice or demand (including providing Letter of Credit Collateralization), on the Maturity Datesubject to compliance with any conditions to such acceleration set forth therein. (b2) If on Notwithstanding any dateother section of this Agreement, including without limitation, anything to the contrary in Sections 4.01 or 5.01(1) (but subject to Sections 5.01(3) and 5.01(4)), the sum of Construction Receiver shall only be required to pay interest accrued on the then outstanding Revolving Credit Facility Usage and Loan (including default interest pursuant to Section 2.04), the then aggregate Letter of Credit Usage exceeds the then extant principal amount of the Maximum Revolver Amount, thenLoan outstanding under the Credit Facility (whether before or after an Event of Default or acceleration) and all other Obligations from time to time only out of and from (i) receipts of Gross Sale Proceeds from the sale of Units or other income from the Units or the realization thereof, and (ii) receipts of sales proceeds, rental (including occupation rent) or other income from, or the realization of, the Leslieville Project (other than the Units) and any and all other property, assets and undertaking of UC Leslieville (collectively the amounts in clauses (i) and (ii) being herein called “Proceeds for Distribution”), in each case, as and when such event, Proceeds for Distribution become available for distribution by the Borrowers shall repay Construction Receiver to the Obligations Lender in the amount of such excess UC Receivership Proceedings; provided that nothing hereinbefore provided shall limit any right or remedy which the Lender may have under Article 9, subject to Agent for compliance with the benefit Settlement Approval Order and any other applicable order of the Lenders within three Court in the UC Receivership Proceedings. (3) Business Days All Proceeds for Distribution (net of the date when Receiver’s Reserve as contemplated by the Settlement Approval Order) shall be distributed by the Construction Receiver in accordance with and subject to the Waterfall approved under the Settlement Approval Order, unless otherwise ordered by the Court in the UC Receivership Proceedings. The Lender may apply any Proceeds for Distribution received from the Construction Receiver in payment of Obligations under this Agreement to such excess first occursof the Obligations then outstanding as the Lender may determine in its discretion. Any principal portion of the Loan repaid by the Construction Receiver shall permanently reduce the Commitment by an equivalent amount and no such principal amount so repaid may thereafter be re-advanced. (c4) In The Lender acknowledges and agrees that during the event thatOperating Phase, on any dateand provided no Event of Default has occurred and remains outstanding, the sum operating costs of the Leslieville Project (Acollectively, “Operating Phase Costs”) shall be paid from the Revolving Credit Facility Usage plus interim occupancy revenues collected by the Construction Receiver or the Operating Manager from such Curzon Purchasers. To facilitate the payment of such Operating Phase Costs, the Operating Manager shall be authorized and required by the Construction Receiver (Bi) to collect such revenues, (ii) to pay Operating Phase Costs from the Letter of Credit Usage exceeds revenue so collected (so long as such Operating Phase Costs are at or below the Borrowing Base, thenamounts budgeted therefor in the Operating Budget), and in each such event(iii) to remit the positive balance (if any) remaining thereafter to the Construction Receiver (collectively, the Borrowers shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).Remitted

Mandatory Repayment. (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, Revolving Credit Facility Commitment shall terminate on the Maturity Revolving Commitment Termination Date, and the Loans shall convert into a term loan and shall be repayable as provided in Section 2.3(e) hereof. Notwithstanding the foregoing, at the request of Borrower, any Letters of Credit that are outstanding on the Revolving Commitment Termination Date shall be renewed through the Final Payment Date. On the Final Payment Date all remaining outstanding Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be each become due and payable in full, without notice or demand (including either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit CollateralizationUsage, or (ii) causing the original Letters of Credit to be returned to Lender), on the Maturity Datesuch date. (b) If on In the event that, at any datetime, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver AmountRevolving Credit Facility Commitment, then, and in each such event, the Borrowers Borrower immediately shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occursLender. (c) In the event that, on any date, the sum of (A) the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent, for the benefit All prepayments of the Lenders within three (3) Business Days of Loans made pursuant to this Section 2.8 after the date when such excess first occursthe Loans have been converted into a term loan pursuant to the provisions of Section 2.3(e) shall be applied against the remaining installments of principal due in respect thereof in the inverse order of maturity. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).

Mandatory Repayment. (a) The Revolver Commitments, including any commitment Commitments with respect to issue any Letter of Credit, the applicable Revolving Credit Facility shall automatically terminate on the Applicable Maturity Date, and all . All Loans, all interest that has accrued hereunder and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations under each applicable Revolving Credit Facility immediately shall be due and payable in full, without notice or demand (including providing Letter of Credit Collateralization)demand, on the Applicable Maturity Date. (b) If on any date, the sum of the then outstanding Revolving Credit Facility Usage and with respect to the then aggregate Letter of applicable Revolving Credit Usage Facility exceeds the then extant amount of the applicable Maximum Revolver Amount, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (c) In the event that, on any date, the sum of (A) the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers Borrower shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three Lenders, (3i) promptly (but in any event, no later than one Business Day following the event giving rise to a mandatory prepayment under this clause (b)), to the extent the Borrower has available funds in the Collateral Accounts in the amount of such excess and (ii) no later than 15 Business Days following the event giving rise to a mandatory prepayment under this clause (b), to the extent that it is necessary for the Borrower to issue a Capital Call Notice to the Investors to fund such required payment (and the Borrower shall issue such Capital Call Notice in accordance with the terms of the date when Subscription Agreements during such time period and shall pay such excess first occurswithin such time period). (dc) The Borrowers In the event that, on any date, the then outstanding Revolving Credit Facility Usage with respect to the Subscription Facility exceeds the then extant Borrowing Base, then, and in each such event, Borrower shall repay the Obligations in full in cash the amount of such excess to Agent, for the benefit of the Lenders, each Loan (i) promptly (but in full any event, no later than one Business Day following the event giving rise to a mandatory prepayment under this clause (c)), to the extent the Borrower has available funds in immediately available fundsthe Collateral Accounts in the amount of such excess and (ii) no later than 15 Business Days following the event giving rise to a mandatory prepayment under this clause (c), to the extent that it is necessary for the Borrower to issue a Capital Call Notice to the Investors to fund such required payment (and the Borrower shall issue such Capital Call Notice in accordance with the terms of the Subscription Agreements during such time period and shall pay such excess within such time period). (d) If on any date, (i) the Cash Collateral Coverage Ratio is less than 1.01:1.00 or (ii) the Uncalled Capital Coverage is less than 15%, then, in each case either case, Borrower shall repay the Obligations in an amount that is sufficient to ensure pro forma compliance with clause (i) and/or (ii), as applicable, to Agent for the benefit of the Lenders, (x) promptly (but in any event, no later than one Business Day following the event giving rise to a mandatory prepayment under this clause (d)), to the extent the Borrower has available funds in the Collateral Accounts in such amount and (y) no later than 15 Business Days following the event giving rise to a mandatory prepayment under this clause (d), to the extent that it is necessary for the Borrower to issue a Capital Call Notice to the Investors to fund such required payment (and the Borrower shall issue such Capital Call Notice in accordance with the terms of the Subscription Agreements during such time period and shall pay such excess within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”time period).

Mandatory Repayment. (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, Revolving Credit Facility Commitments shall automatically terminate on the Maturity Final Revolving Commitment Termination Date, and the Loans shall convert into a term loan and shall be repayable as provided in Section 2.3(e) hereof. Notwithstanding the foregoing, at the request of Borrower, any Letters of Credit that are outstanding on the Final Revolving Commitment Termination Date shall be renewed through the Final Payment Date. On the Final Payment Date all remaining outstanding Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations (including any amounts due and payable to any Bank Product Provider in respect of all Bank Products provided by such Bank Product Provider) immediately shall be each become due and payable in full, without notice or demand (including (a) either (i) providing Letter of Credit Collateralization), on the Maturity Date. (b) If on any date, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess cash collateral to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (c) In the event that, on any date, the sum of (A) the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (d) The Borrowers shall repay in full in cash to be held by Agent, for the benefit of the Lenders, each Loan in full an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Issuing Bank, and (b) providing cash collateral (in immediately available funds, in each case within 180 days after an amount determined by Lender as sufficient to satisfy the relevant Funding Date reasonably estimated credit exposure) to be held by Agent for such Loan (each, a “Repayment Date”the benefit of the Bank Product Providers with respect to the Bank Product Obligations). (b) Borrower shall make repayments in accordance with Section 2.1(c). (c) All prepayments of the Loans made pursuant to Section 2.8(b) shall be applied, first, to the outstanding principal amount of the Revolving Loans, until paid in full, and second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage, until paid in full.

Mandatory Repayment. (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, Revolving Credit Facility Commitment shall terminate on the Maturity Final Revolving Commitment Termination Date, and the Loans shall convert into a term loan and shall be repayable as provided in Section 2.3(e) hereof. Notwithstanding the foregoing, at the request of Borrower, any Letters of Credit that are outstanding on the Final Revolving Commitment Termination Date shall be renewed through the Final Payment Date. On the Final Payment Date all remaining outstanding Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations (including any amounts due and payable to any Bank Product Provider in respect of all Bank Products provided by such Bank Product Provider) immediately shall be each become due and payable in full, without notice or demand (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit CollateralizationUsage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), on the Maturity Date. (b) If on any date, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and Borrower shall make repayments in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occursaccordance with Section 2.1(c). (c) In All prepayments of the event thatLoans made pursuant to Section 2.8(b) shall be applied, on any datefirst, to the sum outstanding principal amount of (A) the Revolving Loans, until paid in full, and second, to cash collateralize the Letters of Credit Facility Usage plus (B) in an amount equal to 105% of the then extant Letter of Credit Usage exceeds the Borrowing BaseUsage, then, and until paid in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occursfull. (d) The Borrowers At any time the aggregate principle amount of any Debt incurred by Newco and permitted by Sections 6.1(p) generates proceeds of $75,000,000 or more, Borrower or such applicable Subsidiary shall repay make prepayments to the Loans in full in cash the aggregate amount of such proceeds, to Agentbe applied first, for to the benefit outstanding principal amount of the LendersInitial Term Loan, each until paid in full, second, to the outstanding principal amount of the Term Loan B, until paid in full full, third, to the outstanding principal amount of the Revolving Loans, until paid in immediately available fundsfull, and fourth, to cash collateralize the Letters of Credit in each case within 180 days after an amount equal to 105% of the relevant Funding Date for such Loan (eachthen extant Letter of Credit Usage, a “Repayment Date”)until paid in full.

Mandatory Repayment. Notwithstanding any provision of this Agreement to contrary: (ai) The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate Borrower will repay the Loans in full on demand upon the Maturity Date, and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations acceleration of the Borrowers with respect due date of any of the Loans by the Agent pursuant to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, without notice or demand (including providing Letter of Credit Collateralization), on the Maturity DateArticle VI hereof. (bii) If on Subject to the terms of any dateintercreditor agreement among the Replacement Lender, Banks and the Borrower, the sum of Borrower shall pay to the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders Net Proceeds within three not more than five (35) Business Days after the Borrower shall receive Net Proceeds from (x) Dispositions, (y) any equity securities issuance or sale (excepting any such issuance or sale in which the Interest Bearing Term Loan will be paid in 8 9 full and excepting the first $3,500,000 of any such issuance or sale); or (z) insurance recoveries and condemnation and eminent domain awards. Collateral shall be released from the liens of the date when Collateral Documents upon any Disposition of such excess Collateral, provided that (i) no Event of Default has occurred and (ii) the Borrower shall have made the mandatory repayment (from the Net Proceeds and not as an additional payment) required under the terms of this Section 2.6. All payments made pursuant to this Section shall be first occursapplied to interest bearing loans before being applied to the Non-Interest Bearing Term Loan. (ciii) In The Borrower shall, upon demand by Agent, pay to the event that, on any date, the sum Agent as a principal reduction of (A) the Revolving Credit Facility Usage plus (B) Loan the Letter of Credit Usage amount by which the principal balance then outstanding on the Revolving Loan at any time exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (div) The Borrowers In addition to all other payments required to be paid under the terms of this Agreement, the Borrower shall repay pay to Agent (w) on or before April 27, 2001, as a principal payment on the Interest Bearing Term Loan, to be applied in full in cash to Agentthe inverse order of maturity, for from the benefit Banks' Sale Proceeds, Two Million Four Hundred Thousand Dollars ($2,400,000); (x) from the Banks' Sale Proceeds, on or before April 27, 2001, as a permanent reduction of the LendersRevolving Loans and the Revolving Loan Commitment, each Loan in full in immediately available fundsTwo Million Seven Hundred Thousand Dollars ($2,700,000); (y) on or before May 31, 2001, or, in each case within 180 days after the relevant Funding Date for such Loan (eachevent that Borrower delivers to Agent and Banks, on or before May 31, 2001, a “Repayment Date”)Replacement Line Commitment, then June 30, 2001, the entire unpaid principal sum of and all accrued interest upon the Revolving Loans; and (z) upon a Change in Control, the entire unpaid principal sum of and all accrued interest upon the Interest Bearing Term Loan. (l) Article IX of the Credit Agreement is hereby amended in its entirety to read as follows:

Mandatory Repayment. (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, Revolving Credit Facility Commitments shall automatically terminate on the Maturity Final Revolving Commitment Termination Date, and all each Loan shall be repayable as provided in Section 2.3(a)(ii) hereof. Notwithstanding the foregoing, at the request of Borrower, any Letters of Credit that are outstanding on the Final Revolving Commitment Termination Date shall be renewed through the Final Payment Date that is applicable to Revolving Loans. On the Final Payment Date that is applicable to Revolving Loans, the entire outstanding principal balance of the Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations (including any amounts due and payable to any Bank Product Provider in respect of all Bank Products provided by such Bank Product Provider) immediately shall be each become due and payable in full, without notice or demand (including (a) either (i) providing Letter of Credit Collateralization), on the Maturity Date. (b) If on any date, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess cash collateral to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (c) In the event that, on any date, the sum of (A) the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (d) The Borrowers shall repay in full in cash to be held by Agent, for the benefit of the Lenders, each Loan in full an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Issuing Bank, and (b) providing cash collateral (in immediately available funds, in each case within 180 days after an amount determined by Lender as sufficient to satisfy the relevant Funding Date reasonably estimated credit exposure) to be held by Agent for such Loan (each, a “Repayment Date”the benefit of the Bank Product Providers with respect to the Bank Product Obligations). (b) Borrower shall make repayments of Revolving Loans to the extent required by Section 2.1(c), which repayments shall be applied, first, to the outstanding principal amount of the Revolving Loans, until paid in full, and second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage, until paid in full. (c) If, at any time, (A) the Revolving Credit Facility Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrower to Agent, or (y) the Maximum Revolver Amount, then Borrower shall immediately prepay the Obligations in accordance with Section 2.3(a)(ii) in an aggregate amount equal to the amount of such excess.

Mandatory Repayment. (a) The Revolver Commitments, including On any commitment day on which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to issue any Letter of Credit, shall terminate on the Maturity Date, and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and payable in full, without notice or demand (including providing III) the aggregate amount of all Letter of Credit CollateralizationOutstandings, exceeds the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), on such cash and/or Cash Equivalents to be held as security for all Obligations of the Maturity DateBorrower to the Issuing Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. (b) If on any date, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (ci) In the event thataddition to any other mandatory repayments pursuant to this Section 5.02, on any date, the sum of (A) the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan set forth below (each, a “Scheduled Initial Term Loan Repayment Date”)., the Borrower shall be required to repay that principal amount of Initial Term Loans, to the extent then outstanding, as is set forth opposite each such date below (each such repayment, as the same may be (x) reduced as provided in Section 5.01(a), 5.01(b) or 5.02(g) or (y) increased as provided in Section 2.14(c), a “Scheduled Initial Term Loan Repayment”):

Mandatory Repayment. The Outstanding Principal Obligations under a Credit Facility shall be prepaid to the Agent for the rateable benefit of the Lenders: (a) The Revolver Commitmentsin accordance with their respective rateable shares, by the amount that the Outstanding Principal Obligations under such Credit Facility exceed the Aggregate Commitments under such Credit Facility at any time and from time to time, whether as a result of oversight or otherwise (but subject to Section 6.4 if due to exchange rate fluctuations), together with any other amounts payable to the Agent and Lenders by the Borrower hereunder in respect thereof including pursuant to Section 12.6; and (b) in the event that an Event of Default has occurred and there has been an acceleration of the maturity of the Obligations, to all Credit Facilities on a pro rata basis. Subject to Section 2.11 and provided no Default or Event of Default has occurred and is continuing, and in consultation with the Agent, the Borrower may, at its election, designate which Credit Facility and what Type of Advance shall be prepaid with proceeds or amounts to be paid pursuant to Section 4.3(a); provided that (i) the repayment of BA Liabilities in respect of BA Instruments shall not be made before the maturity date of such BA Instruments nor may Letters of Credit be repaid prior to their maturity date but the Borrower may defease any commitment BA Liabilities in respect of BA Instruments or satisfy its obligations in relation to issue any Letter of Credit by paying to the Agent an amount that is, in the case of BA Instruments, equal to the aggregate Face Amount of such BA Instruments and, in the case of a Letter of Credit, shall terminate on that is equal to the Maturity Date, and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations Face Amount of the Borrowers with respect to outstanding Letters such Letter of Credit, and (ii) the repayment of the Outstanding Principal Obligations in respect of any LIBOR Loan shall not be made before the expiry of the Interest Period applicable to such LIBOR Loan unless the Borrower shall have paid to the Agent all unpaid feesbreakage, costspenalties and other fees arising from or relating to the termination of such LIBOR Loan before the scheduled expiry of the Interest Period applicable to such LIBOR Loan. In the case of any repayment of BA Liabilities, a Letter of Credit or expenses that are payable hereunder LIBOR Loans required pursuant to Section 4.3(b), the Borrower shall (i) defease such BA Liabilities or under any other Loan Document, and all other Obligations immediately shall be satisfy its obligations in relation to such Letter of Credit by paying to the Agent on the date such repayment is due and payable an amount that is equal to the aggregate Face Amount of the BA Instruments issued in full, without notice respect of such BA Liabilities on the maturity of such BA Instruments or demand (including providing equal to the Face Amount of such Letter of Credit Collateralization), on the Maturity Date. (b) If on any date, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate drawdown under such Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver AmountCredit, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (c) In the event that, on any date, the sum of (A) the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).and

Mandatory Repayment. (a) The Revolver Commitments, including any commitment to issue any Letter of Credit, Commitments shall automatically terminate on the Maturity Date, and all . All Loans, all interest that has accrued hereunder and remains unpaid thereon, all contingent reimbursement obligations of the Borrowers with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, without notice or demand (including providing Letter of Credit Collateralization)demand, on the Maturity Date. (b) If on any date, the sum of the then outstanding Revolving Credit Facility Usage and the then aggregate Letter of Credit Usage exceeds the then extant amount of the Maximum Revolver Amount, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (c) In the event that, on any date, the sum of (A) the Revolving Credit Facility Usage plus (B) the Letter of Credit Usage exceeds the Borrowing Base, then, and in each such event, the Borrowers Borrower shall repay the Obligations in the amount of such excess to Agent, for the benefit of the Lenders within three Lenders, (3i) promptly (but in any event, no later than one Business Day following the event giving rise to a mandatory prepayment under this clause (b)), to the extent the Borrower has available funds in the amount of such excess and (ii) no later than 15 Business Days following the event giving rise to a mandatory prepayment under this clause (b), to the extent that it is necessary for the Borrower to issue a Capital Call Notice to the Investors to fund such required payment (and the Borrower shall issue such Capital Call Notice in accordance with the terms of the date when Subscription Agreements during such time period and shall pay such excess first occurswithin such time period). (dc) The Borrowers In the event that, on any date, the then outstanding Revolving Credit Facility Usage exceeds the then extant Borrowing Base, then, and in each such event, Borrower shall repay the Obligations in full in cash the amount of such excess to Agent, for the benefit of the Lenders, each Loan (i) promptly (but in full any event, no later than one Business Day following the event giving rise to a mandatory prepayment under this clause (c)), to the extent the Borrower has available funds in immediately available fundsthe amount of such excess and (ii) no later than 15 Business Days following the event giving rise to a mandatory prepayment under this clause (c), to the extent that it is necessary for the Borrower to issue a Capital Call Notice to the Investors to fund such required payment (and the Borrower shall issue such Capital Call Notice in each case accordance with the terms of the Subscription Agreements during such time period and shall pay such excess within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”time period).

Mandatory Repayment. Notwithstanding any provision of this Agreement to contrary: (ai) The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate Borrower will repay the Loans in full on demand upon the Maturity Date, and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations acceleration of the Borrowers with respect due date of any of the Loans by the Agent pursuant to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, without notice or demand (including providing Letter of Credit Collateralization), on the Maturity DateArticle VI hereof. (bii) If The Borrower shall pay to the Agent Net Proceeds within not more than five (5) Business Days after the Borrower shall receive Net Proceeds from (x) Dispositions, (y) any equity securities issuance or sale or (z) insurance recoveries and condemnation and eminent domain awards. Collateral shall be released from the liens of the Collateral Documents upon any Disposition of such Collateral, provided that (i) no Event of Default has occurred and (ii) the Borrower shall have made the mandatory repayment required under the terms of this Section 2.6. (iii) The Borrower shall, upon demand by Agent, pay to the Agent as a principal reduction of the Revolving Loan the amount by which the principal balance then outstanding on the Revolving Loan at any datetime exceeds the Borrowing Base. (iv) The Borrower shall, upon demand by Agent, pay to the Agent as a principal reduction of the Revolving Loan the amount by which the principal balance of the Loans then outstanding exceed the sum of: (x) the Borrowing Base; plus (y) an amount equal to ninety percent (90.0%) of Borrower's Unbilled Revenues. (v) In addition to all other payments required to be paid under the terms of this Agreement (except the payment of proceeds of Tax Refunds, as hereinafter provided), the Borrower shall pay to Agent as a principal payment on the Term Loan, to be applied in the inverse order of maturity: (x) on or before November 30, 2000, the sum of One Million Two Hundred Twenty-Five Thousand Dollars ($1,225,000.00) less the then outstanding Revolving Credit Facility Usage and proceeds of any Tax Refunds attributable to State income tax returns received by the then aggregate Letter of Credit Usage exceeds Agent as a principal payment on the then extant amount Term Loan on or before such date but after the effective date of the Maximum Revolver AmountEighth Amendment; (y) on or before January 1, then, and in each such event, the Borrowers shall repay the Obligations in the amount of such excess to Agent for the benefit of the Lenders within three (3) Business Days of the date when such excess first occurs. (c) In the event that, on any date2001, the sum of Four Million Dollars (A$4,000,000.00) reduced by the Revolving Credit Facility Usage plus proceeds of any equity securities issuance or sale received by Agent after the date of the Eighth Amendment pursuant to Section 2.6(d)(ii) hereof; and (Bz) the Letter of Credit Usage exceeds the Borrowing Baseon or before April 30, then, and in each such event2001, the Borrowers shall repay sum of Two Million Four Hundred Fifty Thousand Dollars ($2,450,000.00) less the Obligations in Proceeds of any Tax Refunds attributable to Federal income tax returns received by the amount of Agent as a principal payment on the Term Loan on or before such excess to Agent, for date but after the benefit effective date of the Lenders within three (3) Business Days of the date when such excess first occursEighth Amendment. (d) The Borrowers shall repay in full in cash to Agent, for the benefit of the Lenders, each Loan in full in immediately available funds, in each case within 180 days after the relevant Funding Date for such Loan (each, a “Repayment Date”).