Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, The Borrower shall, upon five Business Days’ notice from the Agent given at Lender’s optionthe request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Debt Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in an amount equal the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the aggregate foregoing payment of (A) the Net Proceeds up Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to an amount equal pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Minimum Release Price for Agent the Collateral Shortfall Amount at such Individual Continental Propertytime, (B) which funds shall be deposited in the applicable Interest Shortfall and Breakage Costs and (C) Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the actual reasonable costs of Lender in connection with Facility LC Collateral Account, apply such prepayment funds to the extent such payment of the Obligations and any other amounts are not paid as shall from time to Lender time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied Facility LC Collateral Account pursuant to this Section 2.7(c) hereof in excess 2.09(b); provided, however, that after all of the Mortgage Mandatory Prepayment Amount Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be applied as follows: (I) first, returned by the Agent to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofwhomever may be legally entitled thereto at such time. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (a) So long as the Note remains outstanding, in the event that the Borrower receives any payment from (i) On each date on any Transfer of securities of SouFun beneficially owned by the Borrower or (ii) any dividend or other distributions from SouFun, the Borrower hereby agrees that all proceeds from such payment shall be used to first prepay any outstanding principal amount under such Note. (b) So long as the Note remains outstanding, in the event that the Borrower or any of its Affiliates makes any prepayment under the New Investor Financing, the Lender shall have the right to request the Borrower to prepay a pro rata portion of the outstanding principal amount under such Note. For purposes of this Section 5.3(b), the pro rata portion shall mean a fraction, of which (i) the numerator is the aggregate amount of the pre-payment made by the Borrower or any of its Affiliates under the New Investor Financing and (ii) the denominator is the outstanding principal amount under the New Investor Financing. (c) In connection with any issuance of Securities to a New Investor pursuant to the Overall Private Placements, in the event that such New Investor's Financing Ratio, if applicable, is lower than the Financing Ratio of the Lender, the Borrower shall prepay an amount of the Note so that the Financing Ratio of the Lender actually receives shall be reduced to be equal to such New Investor's Financing Ratio. For purposes of this Error! Reference source not found.(c), “Financing Ratio,” with respect to a distribution Person, shall mean a fraction, of Net Proceeds relating to an Individual Continental Propertywhich (i) the numerator is the total subscription price paid by the Founder, the Borrower or any of their respective Affiliates under the SouFun Subscription Agreement, and if Lender (ii) the denominator is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate amount of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for funds paid by or sourced from such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs Person or any of Lender its Affiliates in connection with such prepayment the Overall Private Placements, including the amount under (i). For the avoidance of doubt, if a New Investor does not extend any loan to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyFounder, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance Borrower or any of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender their respective Affiliates in connection with the Overall Private Placements, such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) New Investor’s Financing Ratio shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountzero.

Mandatory Prepayment. remarketing of Ship 7.7.1 During the Remarketing Period: (i) On each date on which Lender actually receives a distribution following exercise by the Charterer of Net Proceeds relating the R▇▇▇▇ Rejection Termination Right, the Borrower shall apply the Additional Equity Debt Service Provision from time to an Individual Continental Propertytime to meet its payment obligations under this Agreement and under the Swap Contracts; or (ii) following the exercise by the Charterer of the No-fault Termination Right, the Borrower shall apply the Debt Service Reserve from time to time to meet its payment obligations under this Agreement and if Lender is not required to and does under the Swap Contracts; and (b) the Borrower shall not make such Net Proceeds any payments, prepayments or repayments in respect of a Shareholder Loan, but interest on a Shareholder Loan may be capitalised. 7.7.2 If a Replacement Charter is entered into during the Remarketing Period: (a) the Lenders shall continue to make the Loans then outstanding available to the Borrower (subject to any amendment of the Finance Documents which may have been a condition to the Lenders’ approval of the Replacement Charter); (b) in the case of the No-Fault Termination Remarketing Period, the Debt Service Reserve shall be adjusted to reflect the reduced debt service requirement resulting from the prepayment pursuant to Clause 7.6.2; and (c) the Lenders will consider in good faith (taking into account the terms and nature of the Replacement Charter) any request by the Borrower for Restoration additional finance for the Ship (without incurring an obligation to pay any fees for the arrangement of such finance) in an amount of up to the aggregate of the amounts prepaid under Clause 7.6.2 or for disbursement as Rent Loss Proceeds Clause 7.6.3 (as applicable). 7.7.3 If a Replacement Charter has not been entered into by the end of the Remarketing Period, the Borrower shall prepay the Loans in each case, in accordance with full. 7.7.4 If any part of the applicable terms and conditions hereof, Additional Equity Debt Service Provision is not utilised by the Borrower shallpursuant to Clause 7.7.1 (a)(i), at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess end of the Mortgage Mandatory Prepayment Amount R▇▇▇▇ Rejection Remarketing Period in circumstances where no Replacement Charter has been entered into, such amount shall be applied in pro tanto satisfaction of the Borrower’s obligation under Clause 7.7.3. 7.7.5 If any part of the Additional Equity Debt Service Provision is not utilised by the Borrower pursuant to Clause 7.7.1 (a)(i), at the end of the R▇▇▇▇ Rejection Remarketing Period in circumstances where a Replacement Charter has been entered into, such amount (or part thereof) as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), opinion of the Lenders (acting reasonably) is necessary to reduce the Loans to ensure debt service by the charter hire payable under the Replacement Charter shall be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account prepayment of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with Loans pro rata against the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofoutstanding repayment instalments. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating Except as described in Section 2.3.1(b) below and subject to an Individual Continental PropertyArticle VIII, and Mezzanine Borrower shall repay the Mezzanine Note, in full, together with the Prepayment Fee (if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with Section 4(b) and Section 4(d) (if applicable) of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay Mezzanine Note upon the Debt in an amount equal to occurrence of any of the aggregate of following events: (Ai) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, if all or any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess portion of the Mortgage Mandatory Prepayment Amount shall be applied Borrower’s interest in the Property is Transferred except in a manner that does not violate the Loan Agreement (Mortgage) or as follows: (I) first, otherwise agreed to the by Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.; (ii) On each date on which Lender actually receives if all or any portion of the Mezzanine Borrower’s direct or indirect interest in Mortgage Borrower or any Senior Mezzanine Borrower is Transferred except in a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and manner that does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available violates this Agreement or is otherwise agreed to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at by Mezzanine Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.; (iii) if a Transfer or series of Transfers of any direct or indirect ownership interests in the Mezzanine Borrower or any other SPE Entity shall make occur which either individually or in the REMIC Payment as and to aggregate with all such Transfers violates the extent required hereunder. No Prepayment Premium or penalty requirements of Article VIII; or (including, without limitation, any Default Prepayment Premiumiv) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for if the Loan (Mortgage) is repaid in an interest bearingfull or refinanced. (b) If there shall occur a casualty or Taking in respect of the Property and as a result thereof either the Loan (Mortgage) or any Senior Mezzanine Loan is prepaid in whole or in part, Eligible Account at an Eligible Institutionthen, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event there shall be excess proceeds or awards available following the application of Default then exists, paid the proceeds or awards to Borrower and (II) reconstruct or repair the Property or to the extent no Event payment of Default then existsall or any portion of the Loan (Mortgage) and such Senior Mezzanine Loan pursuant to the terms of the Loan Documents (Mortgage) and Senior Mezzanine Loan Documents (“Excess Proceeds”), but Mezzanine Borrower shall repay the Mezzanine Note, or a Trigger Period then existsportion thereof, in the amount of such available Excess Proceeds (excluding payment of any Prepayment Fee) in accordance with Section 4(b) of the Mezzanine Note. All Excess Proceeds shall be deposited directly into the Cash Management Mezzanine Account.

Mandatory Prepayment. (ia) On each date on which Lender actually receives In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a distribution part of Net Proceeds relating to an Individual Continental Unencumbered Asset Pool Property) is sold, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration transferred or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with released from the applicable terms and conditions restrictions of Section 5.11 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds (but specifically excluding sale or transfer, in the Casualty Proceeds event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any other proceeds cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the Prior Hurricane Damage)Banks, together an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with the applicable Interest Shortfall and Breakage Costs and Unsecured Debt Ratio within ninety (90) days of the actual reasonable costs date of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) non-compliance shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental PropertyProceeds, and if Lender is not required obligated to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss otherwise remit such Net Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions to Borrower pursuant to Section 7.4 hereof, Borrower shall, at Lender’s option, shall prepay the Debt or Lender shall apply an amount equal to one hundred percent (100%) of such Net Proceeds as a prepayment of the Debt in an amount equal up to the aggregate of (A) Release Price associated with the Individual Property to which such Net Proceeds up to an amount equal to the Minimum relate together with any applicable Interest Shortfall and any Breakage Costs associated therewith. All Net Proceeds in excess of such Release Price for such Individual Continental Property, (B) and the applicable Interest Shortfall and Breakage Costs associated therewith (if any) shall (i) if an Event of Default has occurred and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to is continuing, be held and applied by Lender in accordance with Article 7 hereof the terms of this Agreement and the other Loan Documents and (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an ii) if no Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall Default has occurred and is continuing be applied as follows: (IA) first, to the Mezzanine Lender, in an amount equal A Loan up to the Mezzanine Mandatory Prepayment Amount A Release Price for the affected Individual Property (together with any applicable Interest Shortfall (as such term is defined in the Mezzanine A Loan DocumentsAgreement) and any Breakage Costs (as defined in the Mezzanine A Loan Agreement) associated therewith), (B) second, to the Mezzanine B Loan up to the Mezzanine B Release Price for the affected Individual Property (together with any applicable Interest Shortfall (as defined in the Mezzanine B Loan Agreement) and any Breakage Costs (as defined in the Mezzanine B Loan Agreement) associated therewith), (C) third, to the Mezzanine C Loan up to the Mezzanine C Release Price for the affected Individual Property (together with any applicable Interest Shortfall (as defined in the Mezzanine C Loan Agreement) and any Breakage Costs (as defined in the Mezzanine C Loan Agreement) associated therewith), and (D) fourth, any remaining Net Proceeds shall be deposited into the Cash Management Account and applied by Lender in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution terms of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) this Agreement. Borrower shall make the REMIC Payment payment pursuant to Section 7.3(b) hereof as and to the extent required hereunder. No Prepayment Premium prepayment premium or penalty (including, without limitation, any Prepayment Premium, Yield Maintenance Premium and/or Default Prepayment Yield Maintenance Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c2.7(d) (including, without limitation, in connection with any REMIC Paymentpayment pursuant to Section 7.3(b) hereof). Any prepayment received by Lender pursuant to this Section 2.7(c2.7(d) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) paid to the extent that no Trigger Period and Borrower on such date provided no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (ia) On each date on which Lender actually receives In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a distribution part of Net Proceeds relating to an Individual Continental Unencumbered Asset Pool Property) is sold, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration transferred or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with released from the applicable terms and conditions restrictions of Section 5.11 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds (but specifically excluding sale or transfer, in the Casualty Proceeds event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by the Borrower; provided, however, that if Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility, and then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any other proceeds cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the Prior Hurricane Damage)applicable Banks, together with an amount necessary to cause the applicable Interest Shortfall and Breakage Costs and Unsecured Debt Ratio to be in compliance within ninety (90) days of the actual reasonable costs of Lender in connection with such prepayment date on which the Unsecured Debt Ratio failed to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunderbe maintained. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility as directed by Lender on the next Monthly Payment DateBorrower; provided, with any interest on however, that if Borrower fails to give such funds (I) direction, such prepayments shall first be applied to the extent that no Trigger Period Revolving Credit Facility, and no then to the Term Loan Facility if such prepayment amounts are needed for the Borrower to remain in compliance with this Agreement. Failure by the Borrower to comply with the Unsecured Debt Ratio within ninety (90) days of the date of such non-compliance shall be an Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, The Borrower shall, upon five Business Days' notice from the Agent given at Lender’s optionthe request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Debt Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in an amount equal the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the aggregate foregoing payment of (A) the Net Proceeds up Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to an amount equal pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Minimum Release Price for Agent the Collateral Shortfall Amount at such Individual Continental Propertytime, (B) which funds shall be deposited in the applicable Interest Shortfall and Breakage Costs and (C) Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the actual reasonable costs of Lender in connection with Facility LC Collateral Account, apply such prepayment funds to the extent such payment of the Obligations and any other amounts are not paid as shall from time to Lender time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied Facility LC Collateral Account pursuant to this Section 2.7(c) hereof in excess 2.09(b); provided, however, that after all of the Mortgage Mandatory Prepayment Amount Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be applied as follows: (I) first, returned by the Agent to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofwhomever may be legally entitled thereto at such time. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. The Borrowers shall make a mandatory prepayment: (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, that the “Mortgage Mandatory Prepayment Amount”). Except during Principal Obligations exceeds the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty Available Commitment (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) as a result of an Exclusion Event); or (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (Iii) to the extent that such mandatory prepayment is required pursuant to the terms of the Governing Documents or other Constituent Documents of the Credit Parties. Each such prepayment shall be made in such amount as will put the Borrowers in compliance with this Section 2.1(e) and shall be made by the Required Payment Time. Unless otherwise required by law, upon: (i) a change in circumstances such that the circumstances described in clause (i) or (ii) above no Trigger Period longer exist; or (ii) the full and no Event final payment of Default then existsthe Obligations (other than contingent Obligations that have not been asserted), paid the Administrative Agent shall return to Borrower and (IIthe Borrowers any amounts remaining in the applicable account. Notwithstanding anything in this Section 2.1(e) to the extent no Event contrary, in the event a mandatory prepayment has been triggered pursuant to clause (i) or (ii) of Default then existsthis Section 2.1(e), but a Trigger neither the Borrowers nor the Guarantor will not withdraw funds from the Collateral Accounts (with respect to amounts that constitute part of the Collateral), unless, after giving effect to such withdrawal, sufficient funds remain on deposit in the Collateral Accounts (less any amounts which do not constitute part of the Collateral) to satisfy the Borrowers’ or Guarantor’s payment obligation at the end of the Prepayment Period then existswith respect to the related mandatory prepayment; provided that, subject to Section 9.12, nothing herein shall prevent the Borrowers from withdrawing amounts from the Collateral Accounts that were deposited into in or credited to the Cash Management AccountCollateral Account prior to the time when the mandatory prepayment obligation specified in this subparagraph was so triggered, so long as such amounts being withdrawn by the Borrowers or Guarantor are withdrawn within five (5) Business Days of the date when such mandatory prepayment was triggered and which are used to pay an Anticipated Expense which was committed to by the Borrowers or Guarantor prior to the date such mandatory prepayment was triggered.

Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating Except as described in Section 2.3.1(b) below and subject to an Individual Continental PropertyArticle VIII, and Mezzanine Borrower shall repay the Mezzanine Note, in full, together with the Prepayment Fee (if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with Section 4(b) and Section 4(d) (if applicable) of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay Mezzanine Note upon the Debt in an amount equal to occurrence of any of the aggregate of following events: (Ai) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, if all or any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess portion of the Mortgage Mandatory Prepayment Amount shall be applied Borrower’s interest in the Property is Transferred except in a manner that does not violate the Loan Agreement (Mortgage) or as follows: (I) first, otherwise agreed to the by Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.; (ii) On each date on which Lender actually receives if all or any portion of the Mezzanine Borrower’s direct or indirect interest in Mortgage Borrower or any Senior Mezzanine Borrower (or any Senior Mezzanine Borrower’s interest any other Senior Mezzanine Borrower or Mortgage Borrower) is Transferred except in a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and manner that does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available violate this Agreement or is otherwise agreed to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at by Mezzanine Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.; (iii) if a Transfer or series of Transfers of any direct or indirect ownership interests in the Mezzanine Borrower or any other SPE Entity shall make occur which either individually or in the REMIC Payment as and to aggregate with all such Transfers violates the extent required hereunder. No Prepayment Premium or penalty requirements of Article VIII; or (including, without limitation, any Default Prepayment Premiumiv) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for if the Loan (Mortgage), First Mezzanine Loan, or Second Mezzanine Loan is repaid in an interest bearingfull or refinanced. (b) If there shall occur a casualty or Taking in respect of the Property and as a result thereof either the Loan (Mortgage) or any Senior Mezzanine Loan is prepaid in whole or in part, Eligible Account at an Eligible Institutionthen, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event there shall be excess proceeds or awards available following the application of Default then exists, paid the proceeds or awards to Borrower and (II) reconstruct or repair the Property or to the extent no Event payment of Default then existsall or any portion of the Loan (Mortgage) and such Senior Mezzanine Loan pursuant to the terms of the Loan Documents (Mortgage) and Senior Mezzanine Loan Documents (“Excess Proceeds”), but Mezzanine Borrower shall repay the Mezzanine Note, or a Trigger Period then existsportion thereof, in the amount of such available Excess Proceeds (excluding payment of any Prepayment Fee) in accordance with Section 4(b) of the Mezzanine Note. All Excess Proceeds shall be deposited directly into the Cash Management Mezzanine Account.

Mandatory Prepayment. The principal amount outstanding of the Convertible Loan and any accrued but unpaid interest thereon shall be due and payable immediately by the Company on the date which is 90 days after: (a) the earliest to occur of (i) On each the date on which Lender actually receives a distribution the Board of Net Proceeds relating Directors and the shareholders of the Company hold an extraordinary general meeting prior to the Mandatory Prepayment Date which considers but does not authorize the creation of the Preference Shares by adoption of new Articles of Association and all necessary Shareholder resolutions in compliance with the Act and (ii) the Mandatory Prepayment Date, if the Board of Directors and the shareholders of the Company fail to hold an Individual Continental Propertyextraordinary general meeting prior to the Mandatory Prepayment Date to consider authorizing the creation of the Preference Shares by adoption of new Articles of Association and all necessary Shareholder resolutions in compliance with the Act, and (iii) the last day of the Subscription Period if the Preference Shares have not been issued and allotted to the Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance conformance with the applicable terms Act and conditions hereofa Subscription Election has been made by the Lender, Borrower shall, at Lender’s option, prepay and (b) the Debt in an amount equal Lender elects by written notice to the aggregate Company to require immediate repayment of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof Convertible Loan (collectively, the “Mortgage Mandatory Prepayment AmountPrepayment”). Except during In the continuance event that (x) the Board of an Event Directors and the Shareholders of Defaultthe Company Table of Contents shall have authorized the terms and conditions of the Preference Shares in compliance with the Act and (y) offered to issue the Preference Shares to the Lender, then the Lender shall have 120 days from the date of offer of the Preference Shares to it by the Company (the “Subscription Period”) to deliver notice of its election to subscribe for such Preference Shares (the “Subscription Election”) and payment of the subscription price thereof (being a minimum aggregate amount of $2,000,000 and a maximum aggregate amount of $4,000,000 (the “Subscription Price”). Subject in all circumstances to the Lender’s right to convert the Convertible Loan pursuant to Section 2.7, if the Company makes the Preference Shares available to the Lender but the Lender does not subscribe for such Preference Shares within the Subscription Period and for the Subscription Price, then the Company may, from the date immediately following the last day of the Subscription Period to the date ninety days later (such period, the “Accelerated Repayment Period”), at its election (the “Accelerated Repayment Election”) and upon 7 Business Days prior written notice to the Lender, repay the entire principal amount outstanding of the Convertible Loan and any Net Proceeds to accrued but unpaid interest thereon, but no Prepayment Premium shall be applied payable in the event of a repayment pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowersentence. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (i) On each date on 6.4.1 In the event that a refinancing takes place of one or more of the Vessels, as a result of which Lender actually receives the Lenders are requested to approve further exceptions to the terms of the Negative Pledges, a distribution mandatory prepayment shall be made of Net Proceeds the Attributable Amount relating to an Individual Continental Propertythat Vessel provided and to the extent applicable mandatory law permits the relevant Vessel Owner to pay dividends, and if Lender is not required make loans or otherwise make distributions to and does not make such Net Proceeds available to the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to such Attributable Amount. 6.4.2 In the aggregate event of a sale or disposal of a Vessel (Aor of the shares in a Vessel Owner owning a Vessel) or the Net Proceeds up Agent having received not less than 5 Business Days’ notice from the Borrower requesting that the Assignment relating to an amount equal a Vessel be released and discharged (a “Released Vessel”), a mandatory prepayment shall be made of the Attributable Amount applicable to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall that Vessel provided and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid applicable mandatory law permits the relevant Vessel Owner to Lender in accordance with Article 7 hereof (collectivelypay dividends, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, make loans or otherwise make distributions to the Mezzanine Lender, Borrower in an amount equal to such Attributable Amount. Such prepayment shall be made on the Mezzanine Mandatory Prepayment Amount (as date of a sale or disposal of such term is defined Vessel and in the Mezzanine Loan Documents)case of a Released Vessel on the date proposed by the Borrower for release and discharge of the Assignment relating to that Vessel. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period. 6.4.3 In the event that any Vessel becomes a Total Loss, on the earlier to be applied in accordance with occur of (a) the Mezzanine Loan Documents, date of receipt of the proceeds of the Total Loss and (IIIb) lastly, to Borrower. the date falling one hundred and eighty (ii180) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding days after the Casualty Proceeds and any other proceeds on account occurrence of the Prior Hurricane Damage) available Total Loss, a mandatory prepayment shall be made of the Attributable Amount in respect of such Vessel provided and to the extent applicable mandatory law permits the relevant Vessel Owner to pay dividends, make loans or otherwise make distributions to the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% such Attributable Amount. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such Net Proceeds prepayment if the date of such prepayment is not the final day of an Interest Period. 6.4.4 In the event that (but specifically excluding a) the Casualty Proceeds and Charter on any other proceeds on account of the Prior Hurricane Damage)Vessels (other than “MAERSK MAGELLAN” or “MAERSK METHANE”) is cancelled prior to its expiry date; and (b) within one hundred and twenty days of such cancellation, the relevant Vessel Owner has not entered into a replacement charter for such Vessel with an Approved Charterer on terms reasonably acceptable to the Majority Lenders, a mandatory prepayment shall, subject to applicable mandatory law, be made of the Attributable Amount in respect of such Vessel. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with the applicable Interest Shortfall and Breakage any Break Costs and the actual reasonable costs in respect of Lender in connection with such prepayment to if the extent date of such amounts are prepayment is not paid to Lender the final day of an Interest Period. 6.4.5 For the avoidance of doubt, if a mandatory prepayment is triggered under any of Clauses 6.4.1, 6.4.2, 6.4.3 or 6.4.4 and mandatory applicable law prevents payment being effected in the manner therein set forth, the relevant mandatory prepayment is still payable by the Borrower from other sources on the same dates and in the same amounts. 6.4.6 Simultaneously with each prepayment in accordance with Article 7 hereofClause 6.4.1, Clause 6.4.2, Clause 6.4.3, Clause 6.4.4 or Clause 6.4.5 (as the case may be), the Commitment of each Lender will reduce so that the Commitments of the Lenders in respect of the amended Maximum Amount remain in accordance with their respective Proportionate Shares. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating Except as described in Section 2.3.1(b) below and subject to an Individual Continental PropertyArticle VIII, and Mezzanine Borrower shall repay the Mezzanine Note, in full, together with the Prepayment Fee (if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with Section 4(b) and Section 4(d) (if applicable) of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay Mezzanine Note upon the Debt in an amount equal to occurrence of any of the aggregate of following events: (Ai) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, if all or any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess portion of the Mortgage Mandatory Prepayment Amount shall be applied Borrower’s interest in the Property is Transferred except in a manner that does not violate the Loan Agreement (Mortgage) or as follows: (I) first, otherwise agreed to the by Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.; (ii) On each date on which Lender actually receives if all or any portion of the Mezzanine Borrower’s direct or indirect interest in Mortgage Borrower is Transferred except in a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and manner that does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available violate this Agreement or is otherwise agreed to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at by Mezzanine Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.; (iii) if a Transfer or series of Transfers of any direct or indirect ownership interests in the Mezzanine Borrower or any other SPE Entity shall make occur which either individually or in the REMIC Payment as and to aggregate with all such Transfers violates the extent required hereunder. No Prepayment Premium or penalty requirements of Article VIII; or (including, without limitation, any Default Prepayment Premiumiv) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for if the Loan (Mortgage) is repaid in an interest bearingfull or refinanced. (b) If there shall occur a casualty or Taking in respect of the Property and as a result thereof either the Loan (Mortgage) is prepaid in whole or in part, Eligible Account at an Eligible Institutionthen, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event there shall be excess proceeds or awards available following the application of Default then exists, paid the proceeds or awards to Borrower and (II) reconstruct or repair the Property or to the extent no Event payment of Default then existsall or any portion of the Loan (Mortgage) pursuant to the terms of the Loan Documents (Mortgage) (“Excess Proceeds”), but Mezzanine Borrower shall repay the Mezzanine Note, or a Trigger Period then existsportion thereof, in the amount of such available Excess Proceeds (excluding payment of any Prepayment Fee) in accordance with Section 4(b) of the Mezzanine Note. All Excess Proceeds shall be deposited directly into the Cash Management Mezzanine Account.

Mandatory Prepayment. (i1) On each date on Within three (3) Business Days (or such later time to which the Lender actually receives a distribution may agree in its sole discretion) of the receipt by any Debtor, Borrower or any Subsidiary thereof of the Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Cash Proceeds (as applicable“receipt” to include any receipt, including the initial payment, any subsequent payment (including installments, earnouts or similar payment) and upon release and receipt of any escrow, indemnity or holdback) from any Disposition of any Collateral (the “Prepayment Date”), in each caseBorrower shall prepay, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal or cause to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelybe prepaid, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Cash Proceeds so received from time to time; provided that no such prepayment shall be required if (but specifically excluding the Casualty Proceeds and any other proceeds on account A) no Event of Default shall have occurred or shall be continuing, (B) within two (2) Business Days of the Prior Hurricane Damagereceipt of such Net Cash Proceeds, the Borrower shall have provided written notice to Lender of its intention to, within 20 days after the date of receipt of such Net Cash Proceeds, apply such Net Cash Proceeds to the towards the purchase price of equipment of substantially similar type and use that is not older than, and with a fair market value that is not less than, the Collateral (“Replacement Property”) subject to such Disposition (the “Replacement Period”), together (C) such Net Cash Proceeds are held in a subaccount or other manner such that they are “identifiable cash proceeds” as used in the UCC and (D) Borrower grants and conveys to Lender a perfected, first priority security interest, pursuant to documentation in form and substance satisfactory to Lender, in the Replacement Property (which shall constitute Collateral and be subject to all of the terms and provisions of this Agreement and the other Loan Documents) prior to the expiration of the Replacement Period. If the Replacement Period shall have expired prior to the consummation of the purchase of Replacement Property, the Net Cash Proceeds shall be released to Lender as prepayment of the outstanding principal of the Loan. Any Net Cash Proceeds applied to prepay the Loan during the first twenty-four (24) months after the Closing Date shall be credited against future quarterly principal amortization payments on the Loan due pursuant to Section 2(a) above, beginning with the applicable Interest Shortfall and Breakage Costs and first such quarterly amortization payment due after such Disposition and, if such Net Cash Proceeds are in excess of the actual reasonable costs amount due on such first quarterly payment date, such remaining proceeds shall be credited against the remaining quarterly principal amortization payments in direct order of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofmaturity. (iii2) If any Collateral is lost, stolen, confiscated, destroyed or damaged (each, a “Casualty”), within five (5) Business Days of the receipt by any Debtor, Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty any Subsidiary thereof of Net Cash Proceeds from such Casualty (including, without limitation, any Default Prepayment PremiumNet Cash Proceeds received under any insurance policy in respect such Collateral), Borrower shall either (i) shall be due in connection with any prepayment made pursuant cause the repair of such Collateral such that the operational states of the Collateral so repaired is equivalent to this Section 2.7(cthe operational states of the Collateral prior to such Casualty or (ii) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for prepay the outstanding principal of the Loan in an interest bearing, Eligible Account at an Eligible Institution, amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such interest accruing to the benefit of Borrower, and Casualty; provided that no such prepayment shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds required if (IA) to the extent that no Trigger Period and no Event of Default then existsshall have occurred or shall be continuing, paid (B) within three Business Days of the receipt of such Net Cash Proceeds, the Borrower shall have provided written notice to Borrower Lender of its intention to, within 20 days after the date of receipt of such Net Cash Proceeds, apply such Net Cash Proceeds to the towards the purchase price of Replacement Property subject to such Casualty, (C) such Net Cash Proceeds are held in a subaccount or other manner such that they are “identifiable cash proceeds” as used in the UCC and (IID) Borrower grants and conveys to Lender a perfected, first priority security interest, pursuant to documentation in form and substance satisfactory to Lender, in the Replacement Property (which shall constitute Collateral and be subject to all of the terms and provisions of this Agreement and the other Loan Documents) prior to the extent no Event expiration of Default then existsthe Replacement Period. If the Replacement Period shall have expired prior to the consummation of the purchase of Replacement Property, but a Trigger Period then existsthe Net Cash Proceeds shall be released to Lender as prepayment of the outstanding principal of the Loan. (3) No later than 120 days following the end of each Fiscal Year occurring after the date hereof, deposited into Borrower shall prepay the outstanding principal of the Loan in an amount equal to 5% of its Consolidated Excess Cash Management AccountFlow for such Fiscal Year.

Mandatory Prepayment. (ia) On each Except as otherwise provided in Section 2.12(a), the Lessor Notes shall be prepaid by the Owner Trust in whole, together with accrued interest thereon to the date on which Lender actually receives a distribution of Net Proceeds relating prepayment, Make-Whole Premium (but only if, pursuant to an Individual Continental PropertySection 2.11(c), and if Lender the payment of Make-Whole Premium is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender be made in connection with such prepayment prepayment), and all other amounts then payable hereunder, under the Lessor Notes and under the other Operative Documents to the extent Holders in immediately available funds in Dollars at the place and by the time and otherwise in the manner provided in Section 2.6, on the earliest of: (i) if the Facility Lease is terminated pursuant to Section 13.1 or 13.2 thereof, on the applicable Termination Date; or (ii) if the Facility Lease is terminated pursuant to Section 14.1 thereof, on the applicable Obsolescence Termination Date; or (iii) if the Facility Lease is terminated pursuant to Section 10.2(a) thereof, on the applicable Termination Date provided in Section 10.2(a) of the Facility Lease; or (iv) if the obligations represented by the Lessor Notes shall have been refinanced in whole but not in part pursuant to Section 14.2 of the Participation Agreement, on the date of such amounts are not paid refinancing. (b) Unless the Facility Lease or the Participation Agreement requires the Facility Lessee to Lender in accordance with Article 7 hereof (collectivelygive notice to the Lease Indenture Trustee of the event giving rise to a mandatory prepayment, the “Mortgage Mandatory Prepayment Amount”)Owner Trust shall give a notice of prepayment (subject to revocation as provided below) under this Section 2.11 to the Lease Indenture Trustee (and the Lease Indenture Trustee shall thereupon promptly deliver such notice to each Holder) in the manner specified in Section 7.6 promptly after the Owner Trust shall have received written notice from the Facility Lessee of any event giving rise to a mandatory prepayment pursuant to Section 2.11(a) hereof. Except during the continuance Any such notice of an Event prepayment shall specify (i) that it is a notice of Default, any Net Proceeds to be applied prepayment given pursuant to this Section 2.7(c2.11, (ii) the date fixed for such prepayment, (iii) the clause of Section 2.11(a) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as under which such term prepayment is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documentsmade, and (IIIiv) lastlythe amount of and interest on each Lessor Note to be prepaid pursuant to Section 2.11(a) and the amount of the Make-Whole Premiums, if any. Any such notice given under this Section 2.11 by the Owner Trust may be withdrawn to Borrowerthe same extent as the corresponding notice under the Facility Lease or the Participation Agreement, as the case may be. (iic) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Make-Whole Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due payable in connection with any mandatory prepayment made of the Lessor Notes pursuant to this Section 2.7(c2.11 if (i) such mandatory prepayment is required as a result of a termination of the Facility Lease pursuant to Section 14.1(a)(ii), (including, without limitation, b) or (c) thereof or (ii) the obligations evidenced by the Lessor Notes shall have been refinanced pursuant to Section 14.2 of the Participation Agreement. Make-Whole Premium shall not be payable in connection with any REMIC Payment). Any mandatory prepayment received by Lender of the Lessor Notes pursuant to this Section 2.7(c2.11 if such mandatory prepayment is required as a result of a termination of the Facility Lease pursuant to Section 10.2(a), 13.1, 13.2 or 14.1(a)(i) on a date other than a Monthly Payment Date shall thereof. (d) Except as otherwise expressly provided in this Indenture, the Lessor Notes may not be held by Lender as collateral security for the Loan prepaid in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountwhole or in part.

Mandatory Prepayment. The Series 2020A Certificates with a stated maturity date of December 1, 20 (ithe “Series 2020A Term Certificates”) On each date on which Lender actually receives a distribution of Net Proceeds relating will be subject to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal mandatory prepayment pursuant to the aggregate mandatory prepayment requirements of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory at a Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount Price equal to 100% of such Net Proceeds the Principal Portion of Basic Rent represented by the Series 2020A Term Certificates being prepaid plus the Interest Portion of Basic Rent accrued to the Prepayment Date, as follows: S eries 2020A Term Certificates Maturing on December 1, 20 P rincipal Amount 20 † † Stated Maturity The Series 2020B Certificates with a stated maturity date of December 1, 20 (but specifically excluding the Casualty Proceeds “Series 2020B Term Certificates” and any other proceeds on account together with the Series 2020A Term Certificates, the “Term Certificates”) will be subject to mandatory prepayment pursuant to the mandatory prepayment requirements of this Section at a Prepayment Price equal to 100% of the Prior Hurricane Damage)Principal Portion of Basic Rent represented by the Series 2020B Term Certificates being prepaid plus the Interest Portion of Basic Rent accrued to the Prepayment Date, as follows: S eries 2020B Term Certificates Maturing on December 1, 20 P rincipal Amount 20 † † Stated Maturity At its option, to be exercised on or before the 45th day next preceding any mandatory prepayment date, the City may: (1) deliver to the Trustee for cancellation Term Certificates in any aggregate principal amount desired, (2) furnish the Trustee funds, together with appropriate and specific purchase instructions, for the applicable Interest Shortfall and Breakage Costs and purpose of purchasing any of said Term Certificates from any Owner thereof, whereupon the actual reasonable costs of Lender in connection Trustee shall expend such funds for such purpose to such extent as may be practical, or (3) receive a credit with such prepayment respect to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make mandatory prepayment obligation of the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made Trustee pursuant to this Section 2.7(c) Indenture for any Term Certificates which prior to such date have been prepaid (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than through the operation of the requirements herein) and cancelled by the Trustee and not theretofore applied as a Monthly Payment Date credit against any prepayment obligation pursuant herein. Each Term Certificate so delivered or previously purchased or prepaid shall be held by Lender as collateral security for credited at 100% of the Loan in an interest bearing, Eligible Account at an Eligible Institution, with principal amount thereof on the obligation of the Trustee to prepay Term Certificates of the same series and payment date on such interest accruing to the benefit of Borrowerprepayment date, and any excess of such amount shall be applied credited on future mandatory prepayment obligations for Term Certificates of the same series and payment date in chronological order, and the principal amount of Certificates of the same series and payment date to be prepaid by Lender operation of the requirements herein shall be accordingly reduced. If the District intends to exercise any option granted by the provisions of clauses (1), (2) or (3) above, the District will, on or before the 45th day next Monthly Payment Datepreceding each mandatory prepayment date, with any interest on such funds furnish the Trustee a certificate signed by an Authorized District Representative indicating to what extent the provisions of said clauses (I) to the extent that no Trigger Period and no Event of Default then exists1), paid to Borrower (2), and (II3) are to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountbe complied with in respect to such mandatory prepayment.

Mandatory Prepayment. (a) If as of the last day of any calendar quarter the Borrowers LTV Ratio exceeds the Permitted LTV Ratio, but the Borrowers LTV Ratio is not greater than 52.5%, and provided that no Event of Default has occurred and is continuing, either (i) On each ▇▇▇▇ or ▇▇▇▇ ▇▇ shall add additional Real Property Assets to the Unencumbered Asset Pool Properties within 90 days of the date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each casethe Borrowers LTV Ratio exceeded the Permitted LTV Ratio, in accordance with the applicable terms provisions of Section 3.3, or (ii) the Borrowers and/or CarrAmerica LP shall pay to the Lead Agent, for the account of the Banks, within 90 days of the date the Borrowers LTV Ratio exceeded the Permitted LTV Ratio, an amount such that the Loans outstanding subsequent to such payment do not cause the Borrowers LTV Ratio to exceed the Permitted LTV Ratio. In the event that the Borrowers LTV Ratio exceeds the Permitted LTV Ratio and conditions is greater than or equal to 52.5%, then the Borrowers and/or CarrAmerica LP shall, within twenty-five (25) Domestic Business Days from the last day of any calendar quarter or the date of any New Acquisition when the Permitted LTV Ratio is exceeded, pay to the Lead Agent, for the account of the Banks, an amount such that the Loans outstanding subsequent to such payment do not cause the Borrowers LTV Ratio to exceed the Permitted LTV Ratio. Failure by the Borrowers to comply with the Borrowers LTV Ratio within 90 days or 25 Domestic Business Days, as the case may be, of the date of such non-compliance shall be an Event of Default. (b) In the event that an Unencumbered Asset Pool Property is sold or released from the restrictions of Section 5.14 hereof, in accordance with this Agreement, the applicable Borrower shall, at Lender’s optionshall simultaneously with such sale or release, prepay to the Debt in Lead Agent, for the account of the Banks, an amount equal to the aggregate amount required such that the Tranche A Loans or Tranche B Loans, as applicable, remain in compliance with the Permitted LTV Ratio after such sale or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of (A) the Net Proceeds up to an amount equal Internal Revenue Code will not be subject to the Minimum Release Price for such Individual Continental Propertyprovisions of this Section 2.10(b) provided that the exchanged property has qualified as a New Acquisition and any "boot" associated therewith shall be applied to prepayment of the Tranche A Loans or Tranche B Loans, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs as applicable. Sale of Lender a property in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance violation of this Section 2.10 shall constitute an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c. (c) hereof in excess In the event that the Unencumbered Asset Pool Properties Minimum Debt Service Coverage is not maintained as of the Mortgage Mandatory Prepayment Amount shall be applied as follows: last day of a calendar quarter, either (Ii) first, the Borrowers will add a New Acquisition or a Real Property Asset to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Mezzanine Loan DocumentsUnencumbered Asset Pool Properties Minimum Debt Service Coverage shall be recalculated to include such New Acquisition or Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period, and with appropriate pro forma adjustments to Unencumbered Asset Pool Net Operating Cash Flow) would result in compliance with the Unencumbered Asset Pool Properties Minimum Debt Service Coverage or (IIIii) lastlythe Borrowers and/or CarrAmerica LP shall prepay to the Lead Agent, for the account of the Banks, an amount necessary to Borrowercause the Unencumbered Asset Pool Properties Minimum Debt Service Coverage to be in compliance. Failure by the Borrowers and/or CarrAmerica LP to comply with the Unencumbered Asset Pool Properties Minimum Debt Service Coverage within 90 days of the date of such non-compliance shall be an Event of Default. (iid) On each date on which Lender actually receives a distribution If as of Net Proceeds relating to an Individual Puerto Rico Propertythe last day of any calendar quarter the ▇▇▇▇ LTV Ratio exceeds 50%, but the ▇▇▇▇ LTV Ratio is not greater than 52.5%, and if Lender provided that no Event of Default has occurred and is not required continuing, either (i) ▇▇▇▇ shall add additional Real Property Assets to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account ▇▇▇▇ Unencumbered Asset Pool Properties within 90 days of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each casedate the ▇▇▇▇ LTV Ratio exceeded 50%, in accordance with the applicable terms and conditions hereofprovisions of Section 3.3, Borrower shallor (ii) ▇▇▇▇ shall pay to the Lead Agent, at Lender’s option, prepay for the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage)Banks, together within 90 days of the date the ▇▇▇▇ LTV Ratio exceeded 50%, an amount such that the Tranche A Loans outstanding subsequent to such payment shall not cause the ▇▇▇▇ LTV Ratio to be greater than 50%. In the event that the ▇▇▇▇ LTV Ratio exceeds 50% and is greater than or equal to 52.5%, then ▇▇▇▇ shall, within twenty-five (25) Domestic Business Days from the last day of any calendar quarter or the date of any New Acquisition when the ▇▇▇▇ LTV Ratio is greater than 50%, pay to the Lead Agent, for the account of the Banks, an amount such that the Tranche A Loans outstanding subsequent to such payment shall not cause the ▇▇▇▇ LTV Ratio to be greater than 50%. Failure by ▇▇▇▇ to comply with the applicable Interest Shortfall and Breakage Costs and ▇▇▇▇ LTV Ratio within 90 days or 25 Domestic Business Days, as the actual reasonable costs case may be, of Lender in connection with the date of such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofnon-compliance shall be an Event of Default. (iiie) Borrower shall make If as of the REMIC Payment as and to last day of any calendar quarter the extent required hereunder. No Prepayment Premium or penalty (including▇▇▇▇ ▇▇ LTV Ratio exceeds 50%, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other but the ▇▇▇▇ ▇▇ LTV Ratio is not greater than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower52.5%, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent provided that no Trigger Period and no Event of Default then existshas occurred and is continuing, paid to Borrower and either (IIi) ▇▇▇▇ ▇▇ shall add additional Real Property Assets to the extent no ▇▇▇▇ ▇▇ Unencumbered Asset Pool Properties within 90 days of the date the ▇▇▇▇ ▇▇ LTV Ratio exceeded 50%, in accordance with the provisions of Section 3.3, or (ii) ▇▇▇▇ ▇▇ shall pay to the Lead Agent, for the account of the Banks, within 90 days of the date the ▇▇▇▇ ▇▇ LTV Ratio exceeded 50%, an amount such that the Tranche B Loans outstanding subsequent to such payment shall not cause the ▇▇▇▇ ▇▇ LTV Ratio to be greater than 50%. In the event that the ▇▇▇▇ ▇▇ LTV Ratio exceeds 50% and is greater than or equal to 52.5%, then ▇▇▇▇ ▇▇ shall, within twenty-five (25) Domestic Business Days from the last day of any calendar quarter or the date of any New Acquisition when the ▇▇▇▇ ▇▇ LTV Ratio is greater than 50%, pay to the Lead Agent, for the account of the Banks, an amount such that the Tranche B Loans outstanding subsequent to such payment shall not cause the ▇▇▇▇ ▇▇ LTV Ratio to be greater than 50%. Failure by ▇▇▇▇ ▇▇ to comply with the ▇▇▇▇ ▇▇ LTV Ratio within 90 days or 25 Domestic Business Days, as the case may be, of the date of such non-compliance shall be an Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.

Mandatory Prepayment. (ia) On each date on which Lender actually receives In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a distribution part of Net Proceeds relating to an Individual Continental Unencumbered Asset Pool Property) is sold, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration transferred or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with released from the applicable terms and conditions restrictions of Section 5.16 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds (but specifically excluding sale or transfer, in the Casualty Proceeds and any other proceeds on account event of a sale or transfer, or, if less, such amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of a release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment Inter- nal Revenue Code will not be subject to the extent such amounts are provisions of this Section 2.9(a); provided, that (i) the exchanged property has qualified as a New Acquisition, -------- (ii) the exchanged property is not paid subject to Lender any Liens (other than Permitted Liens) and (iii) any "boot" associated therewith shall be applied to prepayment of the Loans. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in accordance with Article 7 hereofviolation of this Section 2.9 shall constitute an Event of Default. (iiib) If, at any time, the Outstanding Balance shall exceed the Available Facility, then the Borrower shall immediately prepay the Loans in an amount equal to such excess. Notwithstanding the foregoing, if the Outstanding Balance exceeds an amount equal to 55.0% of the Unencumbered Asset Pool Properties Value and no other Event of Default shall have occurred and be continuing, then the Borrower shall, within thirty (30) days after the last day of the preceding calendar quarter or the date of any New Acquisition resulting in such excess (whichever is earlier), either (A) cause one (1) or more New Acquisitions having Unencumbered Asset Pool Property Values sufficient to ensure the Borrower's compliance with the requirements of this Agreement to be included as Unencumbered Asset Pool Properties or (B) prepay the Loans in an amount equal to 100% of the amount by which the Outstanding Balance exceeds the Available Facility. (c) The Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection 2.9 together with interest accrued to the date of the prepayment on the principal amount so prepaid; provided that any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and 2.9 shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no unless an Event of Default exists) as specified by the Borrower or, otherwise, first to any Base Rate Loans then existsoutstanding, paid then to Borrower and (II) any Euro-Dollar Loans with the shortest Interest Periods. In connection with the prepayment of a Euro-Dollar Loan prior to the extent no Event maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 2.12. Each such prepayment shall be applied to prepay ratably the Loans of Default then exists, but the Banks. Amounts prepaid pursuant to this Section 2.9 may not be reborrowed unless the Borrower shall be in compliance with the covenants set forth in Section 5.8 hereof both before and after giving effect to any such Borrowing. (d) Any event referred to in Section 2.9 that results in a Trigger Period then exists, deposited into required prepayment of the Cash Management Account.Loans pursuant to this Section 2.9 shall be referred to as a "Mandatory Prepayment Event". --------------------------

Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating Except as described in Section 2.3.1(b) below and subject to an Individual Continental PropertyArticle VIII, and Mezzanine Borrower shall repay the Mezzanine Note, in full, together with the Prepayment Fee (if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with Section 4(b) and Section 4(d) (if applicable) of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay Mezzanine Note upon the Debt in an amount equal to occurrence of any of the aggregate of following events: (Ai) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, if all or any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess portion of the Mortgage Mandatory Prepayment Amount shall be applied Borrower’s interest in the Property is Transferred except in a manner that does not violate the Loan Agreement (Mortgage) or as follows: (I) first, otherwise agreed to the by Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.; (ii) On each date on which Lender actually receives if all or any portion of the Mezzanine Borrower’s direct or indirect interest in Mortgage Borrower is Transferred except in a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and manner that does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available violate this Agreement or is otherwise agreed to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at by Mezzanine Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.; (iii) if a Transfer or series of Transfers of any direct or indirect ownership interests in the Mezzanine Borrower or any other SPE Entity shall make occur which either individually or in the REMIC Payment as and to aggregate with all such Transfers violates the extent required hereunder. No Prepayment Premium or penalty requirements of Article VIII; or (including, without limitation, any Default Prepayment Premiumiv) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for if either the Loan (Mortgage or First Mezzanine Loan) is repaid in an interest bearingfull or refinanced. (b) If there shall occur a casualty or Taking in respect of the Property and as a result thereof either the Loan (Mortgage) or any Senior Mezzanine Loan is prepaid in whole or in part, Eligible Account at an Eligible Institutionthen, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event there shall be excess proceeds or awards available following the application of Default then exists, paid the proceeds or awards to Borrower and (II) reconstruct or repair the Property or to the extent no Event payment of Default then existsall or any portion of the Loan (Mortgage) and such Senior Mezzanine Loan pursuant to the terms of the Loan Documents (Mortgage) and Senior Mezzanine Loan Documents (“Excess Proceeds”), but Mezzanine Borrower shall repay the Mezzanine Note, or a Trigger Period then existsportion thereof, in the amount of such available Excess Proceeds (excluding payment of any Prepayment Fee) in accordance with Section 4(b) of the Mezzanine Note. All Excess Proceeds shall be deposited directly into the Cash Management Mezzanine Account.

Mandatory Prepayment. (i) On each date on 6.4.1 In the event that a refinancing takes place of one or more of the Vessels, as a result of which Lender actually receives the Lenders are requested to approve further exceptions to the terms of the Negative Pledges, a distribution mandatory prepayment shall, be made of Net Proceeds the Attributable Amount relating to an Individual Continental Propertythat Vessel, provided and if Lender is not required to and does not the extent applicable mandatory law permits the relevant Vessel Owner to pay dividends, make such Net Proceeds available loans or otherwise make distributions to the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to such Attributable Amount. 6.4.2 In the aggregate event of a sale or disposal of a Vessel (Aor of the shares in a Vessel Owner owning a Vessel) or the Net Proceeds up Agent having received not less than 5 Business Days’ notice from the Borrower requesting that the Assignment relating to an amount equal a Vessel, be released and discharged (a “Released Vessel”), a mandatory prepayment shall be made of the Attributable Amount applicable to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall that Vessel provided and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid applicable mandatory law permits the relevant Vessel Owner to Lender in accordance with Article 7 hereof (collectivelypay dividends, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, make laws or otherwise make distributions to the Mezzanine Lender, Borrower in an amount equal to such Attributable Amount. Such prepayment shall be made on the Mezzanine Mandatory Prepayment Amount (as date of a sale or disposal of such term is defined Vessel and in the Mezzanine Loan Documents)case of a Released Vessel on the date proposed by the Borrower for release and discharge of the Assignment relating to that Vessel. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period. 6.4.3 In the event that any Vessel becomes a Total Loss, on the earlier to be applied in accordance with occur of (a) the Mezzanine Loan Documents, date of receipt of the proceeds of the Total Loss and (IIIb) lastly, to Borrower. the date falling one hundred and eighty (ii180) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding days after the Casualty Proceeds and any other proceeds on account occurrence of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)Total Loss, in each case, in accordance with the applicable terms and conditions hereof, Borrower a mandatory prepayment shall, at Lender’s optionbe made of the Attributable Amount in respect of such Vessel, prepay provided and to the Debt extent applicable mandatory law permits the relevant Vessel Owner to pay dividends, make loans or otherwise make distributions to the Borrower in an amount equal to 100% such Attributable Amount. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such Net Proceeds prepayment if the date of such prepayment is not the final day of an Interest Period. 6.4.4 In the event that (but specifically excluding i) the Casualty Proceeds and Charter on any other proceeds on account of the Prior Hurricane Damage)Vessels (other than “MAERSK MAGELLAN” or “MAERSK METHANE”) is cancelled prior to its expiry date; and (ii) within one hundred and twenty days of such cancellation, the relevant Vessel Owner has not entered into a replacement charter for such Vessel with an Approved Charterer on terms reasonably acceptable to the Majority Lenders, a mandatory prepayment shall, subject to applicable mandatory law, be made of the Attributable Amount in respect of such Vessel. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with the applicable Interest Shortfall and Breakage any Break Costs and the actual reasonable costs in respect of Lender in connection with such prepayment to if the extent date of such amounts are prepayment is not paid to Lender the final day of an Interest Period. 6.4.5 Simultaneously with each prepayment in accordance with Article 7 hereofClause 6.4.1, Clause 6.4.2, Clause 6.4.3 or Clause 6.4.5 (as the case may be), the Commitment of each Lender will reduce so that the Commitments of the Lenders in respect of the amended Maximum Amount remain in accordance with their respective Proportionate Shares. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (i) On each date on which Lender Administrative Agent actually receives a distribution of Net Proceeds relating to an Individual Continental PropertyProceeds, and if Lender is not required to and Administrative Agent does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at LenderAdministrative Agent’s option, prepay the Debt in an amount equal to the aggregate one hundred percent (100%) of (A) the such Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the together with any applicable Interest Shortfall and any Breakage Costs and (C) the actual reasonable costs of Lender in connection with Costs. If such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyoccurs after a Securitization, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c2.7(b) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender Administrative Agent pursuant to this Section 2.7(c2.7(b) on a date other than a Monthly Payment Date shall be held by Lender Administrative Agent as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender Administrative Agent on the next Monthly Payment Date, with any interest on such funds (I) paid to the extent that no Trigger Period and Borrower on such date provided no Event of Default then exists. Upon payment in full of the Debt, Lender shall disburse all Net Liquidation Proceeds After Debt Service to (a) first, in the event the Mezzanine A Loan is outstanding, Mezzanine A Lender; (b) second, in the event the Mezzanine A Loan has been paid to Borrower in full and the Mezzanine B Loan is outstanding, Mezzanine B Lender; and (IIc) to then, in the extent no Event of Default then existsevent the Mezzanine B Loan has been paid in full, but a Trigger Period then exists, deposited into the Cash Management AccountBorrower.

Mandatory Prepayment. (i) On In the event and on each date occasion that any Net Cash Proceeds are received by or on which Lender actually receives a distribution behalf of Net Proceeds relating the Issuer or any of its Subsidiaries in respect of any Reduction Event, the Issuer shall promptly request permission from the Central Bank to an Individual Continental Propertyremit all required amounts under this Section 2.04 in Dollars to the Administrative Agent under the applicable ROF and, and if Lender is not required to and does not make within five Euro-Dollar Business Days after the Receipt Date for such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Cash Proceeds (as applicable)subject, in each case, to the provisions of this Section 2.04(a) and Section 2.04(d)), prepay the Bank Notes in an aggregate principal amount equal to the amount of such Net Cash Proceeds allocated thereto under Section 2.03(b) and prepay Tranche D Notes in an aggregate principal amount equal to the amount of such Net Cash Proceeds allocated thereto under Section 2.03(b), in each case together with interest thereon to the date of prepayment; provided, however, that notwithstanding the foregoing, if the applicable Reduction Event is the incurrence of any Debt described in Section 5.10(c) that has been incurred to refinance in whole or in part specific Tranche D Notes (or Tranche D Participations) of a Tranche D Lender, the Net Cash Proceeds thereof shall be applied first to the prepayment of such Tranche D Notes of such Tranche D Lender until such Notes are paid in full, and second in the manner set forth in Section 2.03(b); and provided further, that notwithstanding the foregoing, if the applicable Reduction Event is the event described in item (iv) of the definition of "Reduction Event," the Net Cash Proceeds from such Reduction Event shall be applied as a prepayment of such portion of each relevant Tranche D Lender's Tranche D Note in respect of the Working Capital Amount of each relevant Supplier as calculated in accordance with the applicable terms second proviso of the definition of "Net Cash Proceeds." (ii) Notwithstanding the provisions of subclause (i) above, no Mandatory Prepayment shall be required pursuant to this Section 2.04(a) in respect of any Net Cash Proceeds (or a portion thereof, if applicable) arising from an Asset Sale if the Issuer shall deliver to the Administrative Agent a Responsible Officers' Certificate to the effect that the Issuer or such Subsidiary elects to apply such Net Cash Proceeds (or a portion thereof specified in such certificate) on or before a date occurring 180 days subsequent to the Receipt Date therefor to capital expenditures of the Issuer incurred in connection with the mobile telephone network business of the Issuer in the Concession Area (such date, the "EXPIRATION DATE") and conditions hereofcertifying that no Default has occurred and is continuing. To the extent that the Issuer has so delivered such Responsible Officers' Certificate and, Borrower in the manner and to the extent specified in such certificate, the Net Cash Proceeds therefrom have not been applied in full by or on behalf of the Issuer or such Subsidiary on or before the Expiration Date, or committed to be so applied within 180 days after the Expiration Date pursuant to a binding contract, the Issuer shall, at Lender’s optionon the Expiration Date, but subject to Section 2.04(d), prepay the Debt Notes in the manner set forth herein in an amount equal to such Net Cash Proceeds that have not been so applied or committed. At any time that aggregate Net Cash Proceeds by operation of the aggregate immediately preceding sentence exceeding $50,000,000 (or its equivalent in another currency) have not yet been applied to prepayment of the Notes (Aor a Tranche D Participation) or in the Net Proceeds up to an amount equal to manner specified in the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied Responsible Officers' Certificate delivered pursuant to this Section 2.7(c) hereof 2.04(a)(ii), the Issuer shall immediately deliver to the Brazilian Collateral Agent for deposit in excess of the Mortgage Mandatory Prepayment Amount Brazilian Special Purpose Account the entire Net Cash Proceeds not yet so applied and such Net Cash Proceeds shall be held in the Brazilian Special Purpose Account until so applied as follows: (I) firstby the Issuer in accordance with, and within the time periods specified in, this Section 2.04(a)(ii). On or prior to the Mezzanine Lender, Expiration Date in an amount equal respect of any Reduction Event with respect to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made Responsible Officers' Certificate has been delivered pursuant to this Section 2.7(c) (including2.04(a)(ii), without limitation, the Issuer shall notify the Administrative Agent in connection with any REMIC Payment). Any prepayment received by Lender pursuant reasonable detail of the application of the Net Cash Proceeds required to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds date (I) including to the extent that no Trigger Period which Person and no Event of Default then exists, paid for which purposes such amounts are to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountbe applied).

Mandatory Prepayment. The Borrower’s obligations under the Subordinated Debentures and this Agreement are not assumable. Subject to the Subordination Agreement, upon (a) a Change of Control, or (b) the sale or disposition by the Sponsor Group of Equity Interests of Holdings or Intermediate Holdings with a value of $35,000,000 or more in aggregate, each Lender shall have the right (but not the obligation) to require the Borrower to: (i) On each date on which prepay all or any portion of the Subordinated Debentures held by such Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate then outstanding principal balance, all accrued but unpaid interest thereon, plus all PIK Amounts and, in the case of a prepayment required under clause (Ab) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Propertyabove, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs 50% of Lender in connection with such prepayment to the extent such amounts are not paid to Lender any Repayment Charge computed in accordance with Article 7 Section 2.06(a), provided that any prepayment under this Section 2.07 that occurs prior to the 18 month anniversary of the date hereof shall be subject to a Repayment Charge equal to 6.0% of any principal prepaid (collectivelyexcluding any PIK Amount); and (ii) pay in full a corresponding portion of the other Obligations owing to such Lender, which amount shall be calculated on the date of prepayment and be payable in cash on such date. On the date of prepayment, the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall pay to the continuance Lenders of an Event of Default, any Net Proceeds to be applied the Subordinated Debentures being prepaid pursuant to this Section 2.7(c) hereof 2.07, the price specified above, by wire transfer of immediately available funds to an account designated by such Lender. Concurrently therewith, each Lender of Subordinated Debentures being prepaid in excess of the Mortgage Mandatory Prepayment Amount full shall be applied as follows: (I) first, deliver to the Mezzanine Lender, Borrower the original copy of its Subordinated Debenture or an affidavit of loss thereof in an amount equal a form that is reasonably satisfactory to the Mezzanine Mandatory Prepayment Amount (as such term is defined in Borrower. Any offer made by the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date 2.07 shall be held by Lender irrevocable so long as collateral security for the Change of Control occurs.” 5. Section 7.17(a) of the Loan Agreement is hereby deleted in an interest bearing, Eligible Account at an Eligible Institution, its entirety and replaced with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.following:

Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, The Borrower shall, at Lender’s option, prepay upon the Debt in an amount equal to the aggregate occurrence of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an any Trigger Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in sub-clause (b) of this Clause 6.2) deposit all Revenues arising from such Trigger Event in the Mezzanine Revenue Account immediately upon receipt thereof. On the last day of the Interest Period in which the Revenues deriving from a Trigger Event have been deposited into the Revenue Account as aforesaid, the Bank shall apply the amount of such Revenues required to be prepaid pursuant to this Clause 6.2, in prepayment of the Advance. (b) For the purposes of this Clause 6.2 (Mandatory Prepayment) each of the following events constitutes a Trigger Event: (i) any public offering or private placement of any securities of the Borrower, Elbit Medical or any Borrower Funded Subsidiary; (ii) a merger or consolidation of the Borrower, Elbit Medical or any Borrower Funded Subsidiary with any other entity; (iii) a sale, assignment, lease, or other disposal of (whether in one transaction or a series of transactions) any of the assets of the Borrower, Elbit Medical or any Borrower Funded Subsidiary assets including any shareholdings in any such Borrower Funded Subsidiary and any intellectual property to any person or entity; (iv) a sale of any asset of the Borrower, Elbit Medical or Borrower Funded Subsidiary; (v) a Refinancing of any debt of the Borrower, Elbit Medical or any Borrower Funded Subsidiary; or (vi) the receipt by the Borrower or Elbit Medical of any Distributions; or (vii) the exercise by EBRD of the EBRD Conversion Option. (c) In the event that, at such time as the Net Loan DocumentsAmount is $40,000,000 (forty million US Dollars) or more, the total aggregate Revenues from the Refinancing of the Initial Commercial Centers exceeds US$57,000,000 (fifty seven million US Dollars), such excess Revenues shall be deemed to be a "future Refinancing" for the purposes of sub-clause (d) below. (d) Upon the Refinancing of any Project, a Borrower Funded Subsidiary or Plaza Centers (other than the Initial Commercial Centers) or any future Refinancing of the Initial Commercial Centers at such time as the Net Loan Amount is $40,000,000 (forty million US Dollars) or more, the Borrower shall procure that forty percent (40%) of the Revenue from such Refinancing, less: (i) any sums in prepayment of any senior construction loans or any refinancing loans in place prior to the date hereof in relation to such Project; (ii) reasonable expenses, costs and commissions incurred in respect of the award of the Refinancing Facility; and (iii) other expenses approved by the Bank) shall be paid into the Revenue Account and applied in accordance with the Mezzanine Loan Documents, and Clause 6.2(a). (IIIe) lastly, to Borrower.Upon: (i) a sale of Plaza Centers (in whole or in part); or (ii) On each date on which Lender actually receives a distribution sale of Net Proceeds relating to an Individual Puerto Rico Propertya Project (in whole or in part), and if Lender is not required to and does not make such Net Proceeds (but specifically excluding including the Casualty Proceeds and any other proceeds on account sale of all or part of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account shares of the Prior Hurricane Damage), together with Borrower Funded Subsidiary which is the applicable Interest Shortfall and Breakage Costs and owner of the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.relevant Project; or (iii) a public offering or private placement of any securities of Plaza Centers or a Borrower Funded Subsidiary owning a Project; the Borrower shall make procure that the REMIC Payment as and Revenues equal to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) Amount shall be due paid into the Revenue Account and applied in connection accordance with any prepayment made pursuant Clause 6.2(a). (f) In the event that EBRD shall elect to this Section 2.7(cexercise the EBRD Conversion Option, the Borrower undertakes to procure that the amount which is equivalent to: (i) the Outstanding Equity Loan Amount at the date of the exercise of the EBRD Conversion Option; multiplied by (includingii) the percentage of the outstanding share capital of Plaza Centers allotted to EBRD in consequence of the exercise of the EBRD Conversion Option, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held deposited into the Revenue Account by Lender as collateral security for not later than the Loan in an interest bearinglast day of the Interest Period during which such share allotment is consummated, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and which amount shall be applied by Lender on in the next Monthly Payment Datemanner provided for in Clause 6.2(a) above. (g) Notwithstanding the provisions of Clause 6.2(d) above, with any interest on in the event that Plaza Centers: (i) elects to exercise the Sadyba Option; and (ii) obtains senior debt financing for the Sadyba Project, then and in such funds (I) to event the extent that no Trigger Period and no Event proceeds of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.such senior debt financing shall be applied as follows:

Mandatory Prepayment. Subject in each case to the terms of the -------------------- Intercreditor Agreement: (a) If Citadel Cinemas exercises the Purchase Option (as defined in the Lease Agreement), the Borrower shall prepay all Obligations in full on the Purchase Option Closing Date (as defined in the Lease Agreement); provided that, if Citadel Cinemas shall fail or refuse to close, then the Borrower shall have no obligation to prepay as herein set forth; and (b) If the Borrower shall receive and, pursuant to the terms of the Lease Agreement, be entitled to retain any insurance proceeds resulting from damage to any of its Assets (including proceeds of insurance maintained by Citadel Cinemas), or proceeds resulting from any Taking (as defined in the Lease Agreement) or shall receive a payment pursuant to clause (i) On each date on which Lender actually receives a distribution of Net Proceeds relating paragraph (c) of Section 19 of the Lease Agreement, the Borrower shall use the full amount of such sums, after payment of any out- of-pocket expenses incurred by the Borrower in connection therewith, to an Individual Continental Propertypay (i) first, any outstanding principal amount of the Nationwide Indebtedness, and (ii) second, any outstanding principal amount of the Indebtedness under this Agreement; provided, however, that, with the prior written approval of Nationwide (which it may elect to grant or withheld in its sole discretion), the Borrower may apply all of such sums to prepay the principal Indebtedness outstanding hereunder until paid in full, in which event all such excess shall be applied in reduction of the principal balance of the Nationwide Indebtedness; provided, further, that, if Lender at the time of the Borrower's receipt of any of the aforesaid sums, there is not required no amount then outstanding hereunder or less than the full amount has been drawn hereunder, the Borrower shall utilize such sums to and does not make prepay other Indebtedness (or distribute such Net Proceeds available sums to Borrower its sole Member for Restoration such use) or the Nationwide Indebtedness and, to the extent that such sums are applied in reduction of the principal of such other Indebtedness (or so used by such Member), the Commitment hereunder shall be reduced dollar for disbursement as Rent Loss Proceeds dollar. (c) If the Acquisition Cost (as applicable)defined in the Lease Agreement) is reduced by the Acquisition Cost Adjustment (as defined in the Lease Agreement) as a result of the termination of the Sub-Management Agreement, in each case, in accordance with then (i) the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in Commitment shall be reduced by an amount equal to the aggregate lesser of the Acquisition Cost Adjustment and the unused Commitment and (ii) if the amount of the reduction under Section 2.6(c)(i) is less than the Acquisition Cost Adjustment, then (A) the Net Proceeds up to Borrower, within 30 days after the date the adjustment for the Acquisition Cost Adjustment is made under the Lease Agreement, shall pay an amount equal to the Minimum Release Price for such Individual Continental Property, (Bexcess of the Acquisition Cost Adjustment over the amount of the reduction in the Commitment under Section 2.6(c)(i) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an any outstanding principal amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)Nationwide Indebtedness, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) second, any outstanding principal amount of the Indebtedness under this Agreement; provided, however, that, with the prior written approval of Nationwide (which it may elect to grant or withheld in its sole discretion), the extent no Event Borrower may apply all of Default then existssuch sums to prepay the principal Indebtedness outstanding hereunder until paid in full, but a Trigger Period then existsin which event all such excess shall be applied in reduction of the principal balance of the Nationwide Indebtedness, deposited into and (B) the Cash Management AccountCommitment shall be reduced by the amount of Loans as so prepaid.

Mandatory Prepayment. (iContemporaneously with the delivery to the Noteholders of annual financial statements pursuant to Section 5.1(a) On each hereof, commencing with the delivery to the Noteholders of the financial statements for the fiscal year ended on December 31, 2019 or, if such financial statements are not delivered to the Noteholders on the date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not such statements are required to and does not make be delivered pursuant to Section 5.1(a) hereof, on the date such Net Proceeds available statements are required to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)be delivered to the Noteholders pursuant to Section 5.1(a) hereof, in each case, the Issuer shall prepay the outstanding principal amount of the Notes in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Section 2.4 in an amount equal to the aggregate result of (Ato the extent positive) (1) 50% of the Excess Cash Flow of the Issuer and its Subsidiaries for such fiscal year minus (2) the Net Proceeds up aggregate principal amount of all payments made by the Issuer pursuant to an amount equal Section 2.5 for such fiscal year (solely to the Minimum Release Price for such Individual Continental Propertyextent not included in the calculation of Excess Cash Flow). Notwithstanding the foregoing, Excess Cash Flow shall exclude any amounts attributable to periods prior to (Bx) the applicable Interest Shortfall and Breakage Costs First Amendment Effective Date and (Cy) in the actual case of any Person that becomes a Subsidiary of the Issuer after the First Amendment Effective Date pursuant to a Permitted Acquisition, the consummation date of such Permitted Acquisition.” D. Section 5.4 of the Note Purchase Agreement shall be amended by amending and restating such section in its entirety to read as follows: “Preserve, renew and keep in full force and effect its corporate or other formative existence and good standing, take all reasonable costs action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of Lender its business and to maintain its goodwill and comply with all Contractual Obligations and Requirements of Law, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, upon consultation and consent of the Required Noteholders (such consent not to be unreasonably withheld or delayed), the Issuer shall be permitted to liquidate any Guarantor (other than in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(cAsset Sale) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied so long as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment its assets are distributed to the extent such amounts are not paid to Lender in accordance with Article 7 hereofIssuer or another Guarantor. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.”

Mandatory Prepayment. If at any time from and after the Closing Date: (i) On each date on the Borrower merges or consolidates with another Person (other than pursuant to the SDG Reorganization Transactions, which Lender actually receives a distribution are expressly permitted subject to the terms of Net Proceeds relating to an Individual Continental Property, Article XIV hereof) and if Lender the Borrower is not required to and does not make such Net Proceeds available to the sur viving entity, or (ii) the Borrower or any Consolidated Subsidiary sells, trans fers, assigns or conveys assets, the book value of which (computed in accor dance with GAAP but without deduction for Restoration or for disbursement as Rent Loss Proceeds (as applicabledepreciation), in each casethe aggregate of all such sales, in accordance with transfers, assignments, foreclosures, or conveyances exceeds 30% of the applicable terms and conditions hereofCapitalization Value, Borrower shall, at Lender’s option, prepay or (iii) the Debt in an amount equal portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its C▇▇▇▇▇▇ dated Subsidiaries exceed 20% of Capitalization Value, or (Aiv) the Net Proceeds up Borrower or the Management Company ceases to provide property management and leasing servic es to 33% of the total number of Shopping Centers in which the Borrower has an amount equal ownership interest (the date any such event shall occur being the "Prepayment Date"), the Revolving Credit Commitment shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immedi ately make such prepayment together with interest accrued to the Minimum Release Price for such Individual Continental Property, (B) date of the prepayment on the principal amount prepaid and shall return or cause to be re turned all Letters of Credit to the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in Lender. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 2.7(c4.1(d) hereof may not be reborrowed. As used in excess of this Section 4.1(d) only, the Mortgage Mandatory Prepayment Amount phrase "sells, transfers, assigns or conveys" shall be applied as follows: not include (Ii) firstsales or conveyances among Borrower and any Consolidated Subsidiar ies, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. or (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico mortgages secured by Real Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)Provided that the Revolving Credit Agreement shall have been repaid in full, in each casethe event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, in accordance with transferred or released from the applicable terms and conditions restrictions of Section 5.11 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds (but specifically excluding sale or transfer, in the Casualty Proceeds event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any other proceeds cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b) Provided that the Revolving Credit Agreement shall have been repaid in full, in the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the Prior Hurricane Damage)Banks, together an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with the applicable Interest Shortfall and Breakage Costs and Unsecured Debt Ratio within ninety (90) days of the actual reasonable costs date of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) non-compliance shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.

Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution To the extent that the aggregate principal amount of Net Proceeds relating to an Individual Continental Propertythe Revolving Credit Loans plus the Letter of Credit Obligations exceeds the Borrowing Base as in effect at any time, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, Revolving Credit Borrowers shall immediately prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment Revolving Credit Loans to the extent necessary to cause compliance with the Borrowing Base. To the extent that such amounts prepayments are not paid insufficient to Lender in accordance cause compliance with Article 7 hereof (collectivelythe Borrowing Base, the “Mortgage Mandatory Prepayment Amount”). Except during Co-Borrowers shall pledge to the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess Administrative Agent for the ratable benefit of the Mortgage Mandatory Prepayment Amount shall be applied as follows: Banks, cash or cash equivalents (I) first, satisfactory to the Mezzanine LenderAdministrative Agent) subject to collateral margins acceptable to the Administrative Agent, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as amount of such term is defined in short-fall, which cash collateral shall secure the Mezzanine Loan Documents), reimbursement obligations with respect to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to BorrowerLetters of Credit. (iib) On each date on which Lender actually If BC shall receive any proceeds from any sale by BC of its interest in Merinta or if BC receives a any loan, dividend or distribution of Net Proceeds relating to an Individual Puerto Rico Propertyfrom Merinta (such proceeds, loans, dividends and if Lender is not required to and does not make such Net Proceeds (but specifically excluding distributions, collectively, the Casualty Proceeds and any other proceeds on account "Merinta Proceeds"), the Co-Borrowers shall prepay the principal of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)Term Loan, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an aggregate amount equal to 100% of the Merinta Proceeds. All such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and prepayments shall be applied to the principal installments of the Term Loan in inverse order of their maturities until the Term Loan shall have been paid in full. Prepayments of the Term Loan may not be reborrowed. All prepayments shall be applied, first, to Base Rate Loans outstanding, second, to LIBOR Loans outstanding, and, third, to Letters of Credit in such order as the Administrative Agent shall determine in its sole and absolute discretion. All prepayments shall be accompanied by Lender accrued interest on the next Monthly Payment Date, with any interest on such funds (I) principal amount being prepaid to the extent that no Trigger Period and no Event date of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountprepayment.

Mandatory Prepayment. (ia) On each date on which Lender actually receives If a distribution Borrower or a Restricted Subsidiary shall at any time Transfer any single Property or group of Net Proceeds relating Properties, then the Borrowers shall, prior to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance concurrently with the applicable terms and conditions hereofconsummation of such Transfer, Borrower shall, at Lender’s option, prepay make a mandatory prepayment of the Debt outstanding principal balance of the Loan in an amount equal to the aggregate of (A) applicable Net Liquidation Proceeds; provided that with -------- respect to any Transfers that occur after the Net Proceeds up Principal Indebtedness has been reduced to an amount equal to $1 billion, if required under the Minimum Release Price for such Individual Continental PropertyRevolving Credit Agreement, (B) the applicable Interest Shortfall Net Liquidation Proceeds shall be applied toward mandatory prepayments of the outstanding principal balances of the Loan and Breakage Costs the Revolving Credit Loans, pro rata in accordance with their then-outstanding principal --- ---- balances (provided that the outstanding principal balance of the Revolving Credit Loans for this purpose shall at no time be higher than the Maximum Revolving Credit Loan Amount at such time). Notwithstanding the foregoing, if the Revolving Credit Agreement is the Existing Revolving Credit Agreement, then regardless of the amount of the Principal Indebtedness, Net Liquidation Proceeds shall be applied toward the prepayment of the Revolving Credit Loans only if and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid required in order for the Operating Partnership to Lender remain in accordance compliance with Article 7 hereof (collectivelythe Revolving Credit Agreement, and the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess entire remainder of the Mortgage Mandatory Prepayment Amount Net Liquidation Proceeds shall be applied as follows: toward the mandatory prepayment of the outstanding principal balance of the Loan. Each mandatory prepayment hereunder shall be accompanied by (Ii) firstthe amount of all accrued and unpaid interest on the principal amount so prepaid, to (ii) all other amounts then due and payable under the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (IIIiii) lastlyif such prepayment does not occur on the Payment Date, to Borrower. any applicable Breakage Costs (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and except that if Lender is not amounts required to and does not make such Net Proceeds (but specifically excluding be applied toward the Casualty Proceeds and any other proceeds on account mandatory prepayment of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts Loan are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) the Borrowers on a date other than that is not a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and then provided no Event of Default is then existscontinuing, paid the Borrowers shall have the option of depositing the amount of such mandatory prepayment into escrow with the Administrative Agent on behalf of the Lenders with irrevocable instructions that such amount be applied toward such prepayment on the first Payment Date thereafter). All prepayments and associated payments under this Section 1.7(a) shall be made to Borrower -------------- the Administrative Agent for the ratable benefit of the Lenders in accordance with their respective Commitment Percentages, and the principal amounts thereof shall be applied first to reduce the outstanding principal balance of the Notes ----- issued by Calwest and the Acquisition Vehicle, until those Notes have been repaid in full, and second to reduce the outstanding principal balance of the ------ Notes issued by the Operating Partnership; provided that with respect to any -------- Transfer of a Property that is owned by the Operating Partnership or any of its Subsidiaries, such principal amounts shall be applied first to reduce the outstanding principal balance of the Notes issued by the Operating Partnership, until those Notes have been repaid in full, and second to reduce the outstanding principal balance of the Notes issued by ------ Calwest and the Acquisition Vehicle. (b) The Borrowers shall give the Administrative Agent and the Collateral Agent at least 30 days' advance written notice of any prepayment under Section 1.7(a). If such notice is given, the amount specified in such -------------- notice shall be due and payable on the date specified therein; provided, -------- however, that if such prepayment is not made on such date (x) Borrower's notice ------- of prepayment will be deemed rescinded, and (IIy) the Borrowers shall on such date pay to the extent no Event Administrative Agent for the account of Default the Lenders all documented reasonable losses and out-of-pocket costs and expenses suffered by the Lenders as a consequence of such rescission. Upon payment of the amounts specified above, and upon written direction of the Administrative Agent delivered in accordance with Section 9.4(a) hereof, the Collateral Agent will execute and -------------- deliver to the Borrowers such instruments, prepared by the Borrowers, as shall be necessary to release the applicable Property and the other Collateral relating solely to such Property from the Liens of the Loan Documents. (c) In the event of any Casualty or Taking affecting a Property in respect of which none of the Administrative Agent or the Lenders is obligated or elects to make available Loss Proceeds for restoration pursuant to Section ------- 5.17(b), such Loss Proceeds shall be applied to the prepayment of the ------- Indebtedness whether or not then existsdue and payable, but in a Trigger Period then exists, deposited into the Cash Management Account.manner analogous to prepayments in respect of Transfers pursuant to Section 1.7(a). --------------

Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to The Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, shall prepay the Bridge Loans ratably in accordance with the applicable terms aggregate outstanding principal balances thereof with the Net Cash Proceeds of: (i) any direct or indirect public offering or private placement of the Permanent Securities, or any other debt securities of the Borrower or any of its Subsidiaries or any Equity Interests of the Borrower or any direct or indirect parent holding company of the Borrower, including, without limitation, Holdings; (ii) the incurrence of any other Indebtedness by the Borrower or any Subsidiary of the Borrower or any direct or indirect parent holding company of the Borrower, including, without limitation, Holdings (other than under the Senior Credit Facilities as in effect on the date hereof and conditions hereofPermitted Indebtedness); and (iii) any future issuance or sale of stock of Subsidiaries or any Asset Sale by the Borrower or any Subsidiary of the Borrower after the Funding Date (each of the transactions in the foregoing clauses (i), (ii) and (iii), a "PREPAYMENT TRANSACTION"). Notwithstanding the foregoing sentence, the Borrower shall not be required to prepay the Bridge Loans with the Net Cash Proceeds received by the Borrower or any Subsidiary from an Asset Sale (a) if the Borrower is required to apply such Net Cash Proceeds to prepay loans and permanently reduce commitments pursuant to the Senior Credit Facilities (and does so apply such Net Cash Proceeds) or (b) in the case of any sale of assets of PerkinElmer, Inc. for Net Cash Proceeds aggregating up to $75.0 million since the date of this Agreement; provided that such Net Cash Proceeds are re-invested in the Borrower and its Subsidiaries in accordance with the provisions of the Senior Credit Facilities as in effect on the date of this Agreement. Subject to the preceding sentence, the Borrower shall, at Lender’s optionnot later than the third Business Day following the receipt of Net Cash Proceeds with respect to any Prepayment Transaction, apply such Net Cash Proceeds to prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied Bridge Loans pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first2.4, without premium or penalty, by paying to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Lender's pro rata share of the Prior Hurricane Damage)aggregate principal amount of the Bridge Loans to be prepaid, together with the applicable Interest Shortfall plus all accrued fees and Breakage Costs all accrued and the actual reasonable costs of Lender in connection with such prepayment unpaid interest thereon to the extent such amounts are not paid to Lender in accordance with Article 7 hereofdate of prepayment. (iiib) Borrower shall make Holdings hereby agrees to be bound by the REMIC Payment as foregoing provision and agrees to contribute the net proceeds of any issuance of its Equity Interests to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender Borrower as collateral security for common equity capital promptly upon the Loan in an interest bearing, Eligible Account at an Eligible Institution, with receipt of such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountnet proceeds.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution Notwithstanding the provisions of Net Proceeds relating this Clause Two, the Borrower shall prepay the outstanding principal amount of the Loan pursuant to an Individual Continental Propertythe following cases, amounts, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds terms (as applicable“Mandatory Prepayment”), in each casetogether with any interest, in accordance with the applicable terms and conditions hereofexpenses, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Break Funding Costs and (C) the actual reasonable costs of Lender any Taxes incurred in connection with such prepayment prepayments, as defined in this subsection (without the payment of any fees). 1. The Borrower shall pay a Mandatory Prepayment to Bancomext on the Principal Payment Date immediately following the date on which the Borrower actually receives any amount due to: i. Any Insurance Indemnity in connection with insurance to be maintained by the Borrower or the Joint and Several Obligors pursuant to the extent such amounts are not paid provisions of this Agreement and the other Financing Documents, only for the amount by which the Insurance Indemnity exceeds the repair of the corresponding loss. ii. Any indemnification (or other substantially equivalent benefit or amount) payable to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Borrower arising from any Divestiture; provided that the amount of Mandatory Prepayment Amount”)shall be only up to the lesser of (a) the amount of the indemnification for Divestiture actually received by the Borrower and (b) the outstanding balance of the Loan as of the date on which the Borrower actually receives such indemnification for Divestiture. iii. Except during Any claim, indemnification, liquidated damages (or other substantially equivalent benefit or amount) payable to the continuance of an Event of DefaultBorrower resulting from any early termination, penalties, interest, fines, or for any Net Proceeds to be applied other reason not scheduled under the Investments and Disbursements Schedule pursuant to this Section 2.7(cany of the Transaction Documents, except in the event that the funds derived from such early termination, liquidated damages, interest or fines replace income foregone by the Borrower (which shall be validated by an advisor to the satisfaction of the Creditor); on the understanding that the amount of the Mandatory Prepayment shall only be up to the lesser of (a) hereof the amount of such funds actually received by the Borrower, and (b) the unpaid balance of the Loan on the date on which the Borrower actually receives such funds. 2. The Borrower shall pay a Mandatory Prepayment to Bancomext on the Principal Payment Date immediately following the date on which (i) the cost of the Hotel Remodeling has been adjusted downward, which amount of the Mandatory Prepayment will be the amount of the downward adjustment of such cost; or (ii) amounts of the Loan have been borrowed in excess of what is required for the Mortgage Hotel Remodeling, as indicated by the Construction Supervisor in the respective report or opinion, and the amount of such Mandatory Prepayment Amount shall will be applied as follows: (I) firstthe amount of such excess. 3. As of May 25, to 2023 and until the Mezzanine Lenderdate that is the first anniversary of the commencement of operations of the Project, in the event that the Debt Service Coverage Ratio is less than 1.2 to 1.0, the Borrower agrees to pay a Mandatory Prepayment equivalent to 100% (one hundred percent) of the Project Annual Excess Cash Flow, which determination must occur by January 15 of each calendar year. The foregoing on the understanding that, at all times, a cash balance of at least USD$500,000.00 (five hundred thousand and 00/100 Dollars) must be maintained, and therefore the Mandatory Prepayment referred to in this paragraph shall not cause the cash balance to be reduced to less than USD$500,000.00 (five hundred thousand and 00/100 Dollars). 4. As from the first anniversary of the operations commencement date of the Project, if the Debt Service Coverage Ratio is less than 1.2 to 1.0 during at least one quarter, the Borrower agrees to pay a Mandatory Prepayment equivalent to 100% (one hundred percent) of the Annual Project Surplus Cash Flow, which must be paid within 15 (fifteen) calendar days following the date of determination of the Annual Project Surplus Cash Flow. 5. In the event that at any time during the term of this Agreement as from 120 (one hundred and twenty) calendar days following the last Borrowing of the Loan, the Leverage Ratio (considering Tranche A, Tranche B, and Tranche C) is less than 2.0 to 1.0, the Borrower agrees to pay a Mandatory Prepayment, for an amount equal that is sufficient for the Leverage Ratio to be at least 2.0 to 1.0, which must be paid within the Mezzanine Mandatory Prepayment Amount first 5 (as such term is defined five) Business Days following the date of determination of the Leverage Ratio where the measurement has been less than 2.0 to 1.0, on the understanding that the measurement of the Leverage Ratio will be made based on the appraisal delivered in the Mezzanine Loan Documentsterms of Clause 4.01(h), and its subsequent renewals, on the understanding that, if as a result of the corresponding appraisal value the Leverage Ratio of this subsection is not met, then at the election of the Creditor (i) the amount of Tranche C will be adjusted in order to be applied in accordance comply with the Mezzanine Loan Documents, and (III) lastly, to Borrower. Leverage Ratio or (ii) On each date on which Lender actually receives the Borrower shall contribute additional real properties to the Bancomext Trust and/or grant additional guarantees with a distribution of Net Proceeds relating value that is sufficient to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance comply with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.corresponding Leverage Ratio..

Mandatory Prepayment. amalgamation, demerger or merger (a) If any Obligor has taken an irrevocable decision to enter into any amalgamation, demerger or merger, that Obligor must notify, as soon as legally able to do so, the Facility Agent of such proposed amalgamation, demerger or merger. (b) Upon receipt of such notice from the relevant Obligor, the Facility Agent must within five Business Days notify each of the Lenders of such proposed amalgamation, demerger or merger who must within 20 days indicate whether or not it consents to continue to participate in this Agreement upon such amalgamation, demerger or merger. (c) If the Majority Lenders fail to give such consent, the Majority Lenders may, by instructions to the Facility Agent, at such time as the proposed amalgamation, demerger or merger becomes unconditional, cancel the Total Commitments and declare that all the Loans, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents (including any Break Costs but excluding future Margin, which, for the avoidance of doubt, shall be payable until the date of the prepayment) be immediately due and payable, provided that in the case of a merger or amalgamation as a result of which the Obligor is the surviving entity, the Repeating Representations are correct in all material respects by reference to the facts and circumstances then subsisting, and in respect of which at least two of the Rating Agencies provide an indication that such surviving entity is likely to be given at least the same long term debt credit rating from that Rating Agency which the Obligor had immediately preceding such merger or amalgamation, such consent from the Majority Lenders shall not be required. (d) The preceding sub-clauses of this Clause 8.5 (Mandatory prepayment – amalgamation, demerger or merger) shall not apply in respect of any amalgamation, demerger or merger by an Obligor: (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess another member of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.Group; and (ii) On each date on which Lender actually receives a distribution where the surviving entity is bound by the obligations of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs that Obligor under this Agreement and the actual reasonable costs of Lender Repeating Representations are correct in connection with such prepayment all material respects by reference to the extent such amounts are not paid to Lender in accordance with Article 7 hereoffacts and circumstances then subsisting. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (a) In the event that (i) On each date on which Lender actually receives there is a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration determination made by any regulatory body or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty instrumentality thereof (including, without limitation, any Default Prepayment Premium) shall be due Federal Reserve Bank or any bank examiner), or there is a change in, or change in interpretation of, any applicable law, rule or regulation (such determination or such change, a "RESERVE DETERMINATION"), in either case to the effect that any bankers' acceptance created hereunder or in connection with a substantially similar facility (whether or not the Company or any prepayment made pursuant Bank is directly involved as parties) will be ineligible for reserve-free treatment (or if already discounted, should have been ineligible for reserve-free treatment) under Federal Reserve rules or regulations, and as a result any Bank is required to this Section 2.7(cmaintain, or determines as a matter of prudent banking practice that it is appropriate for it to maintain, additional reserves, or (ii) any restriction is imposed on any Bank (including, without limitation, any change in connection acceptance limits imposed on any Bank) which would prevent such Bank from creating bankers' acceptances or otherwise performing its obligations in respect of the Acceptances, then, with any REMIC Payment)the consent of the Banks, the Agent may, or upon the direction of the Banks, the Agent shall, by notice to the Company in accordance with subsection 13.2, demand prepayment of all outstanding Acceptances, and the Banks shall have no further obligation to accept or discount Drafts hereunder. The Company agrees that it shall, within two Business Days of its receipt of a notice of mandatory prepayment of the Acceptances, prepay all Acceptance Reimbursement Obligations in accordance with the provisions of subsection 4.5(c) hereof. (b) The Company agrees to prepay the amount of each Acceptance Reimbursement Obligation prior to its stated maturity from the proceeds received by it upon completion of the underlying transaction covered by the Acceptance or Acceptances giving rise to such Acceptance Reimbursement Obligation to the extent from time to time required by the Board of Governors of the Federal Reserve System. (c) Any prepayment received of any Acceptance Reimbursement Obligation made pursuant hereto shall be made to the Bank which created the underlying Acceptance and shall be in an amount equal to the face amount of such Acceptance MINUS a prepayment discount calculated by Lender such Bank in accordance with its customary practice for similar Acceptances and communicated to the Company; PROVIDED that, in the event that the Company fails to make such prepayment as provided in this subsection 4.5(c), the Acceptance Reimbursement Obligation with respect to each Acceptance then outstanding shall be prepaid by a Working Capital Loan under the Working Capital Loan Commitment made without further request by the Company and pursuant to this Section 2.7(csubsection on the Business Day on which such prepayment was due in a principal amount equal to the face amount of such Acceptance and subject to the terms and conditions hereof applicable to Working Capital Loans. (d) on a date other than a Monthly Payment Date The Company shall prepay all Acceptance Reimbursement Obligations in accordance with subsection 4.5(c) to the extent necessary to satisfy subsection 6.5 hereof. (e) Notwithstanding the foregoing, any Acceptance Reimbursement Obligation which is prepaid pursuant to this subsection 4.5 shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing deemed to the benefit of Borrowerbe outstanding, and shall be applied by Lender on deemed to reduce the next Monthly Payment DateAvailable Working Capital Commitment of each Bank so prepaid, with any interest on until such funds (I) to time as the extent that no Trigger Period and no Event corresponding Acceptance Reimbursement Obligations of Default then exists, each other Bank have been paid to Borrower and (II) to in the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountsame amount.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an the Plaza del Sol Property or any Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds (but, with respect to the Plaza del Sol Property, specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage (Plaza del Sol)) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for the Plaza del Sol Property or such Individual Continental Property, as applicable, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds (but, with respect to the Plaza del Sol Property, specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage (Plaza del Sol)) to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (IIIII) lastlysecond, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual a Puerto Rico Portfolio Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (i) On each In case of receipt by the Borrower of any Net Debt Incurrence Proceeds, the Borrower shall prepay the Loans, concurrently with and on the same Business Day of (or on such other date on which Lender actually receives a distribution acceptable to the Required Lenders) the receipt of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine LenderIncurrence Proceeds, in an amount equal to the Mezzanine Mandatory Prepayment Amount lesser of (as such term is defined in x) the Mezzanine Loan Documents)aggregate principal of, to be applied in accordance with and interest on, the Mezzanine Loan DocumentsLoans then outstanding, and (IIIy) lastly, to Borrowerthe aggregate amount of such Net Debt Incurrence Proceeds. (ii) On each date on which Lender actually receives a distribution In case of receipt by the Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and during any other proceeds on account fiscal year of the Prior Hurricane Damage) available to Borrower for Restoration Borrower, in excess of U.S.$25,000,000 (or for disbursement as Rent Loss Proceeds (as applicablethe Dollar Equivalent thereof), individually or in each casethe aggregate, in accordance connection with any Disposition or series of Dispositions by the applicable terms and conditions hereofBorrower or any of its Subsidiaries (other than Excluded Dispositions) made during such fiscal year of the Borrower (the amount of such excess, the “reference Net Asset Sale Proceeds amount”), the Borrower shall, at Lender’s optionor shall cause such Subsidiary to, prepay the Debt Loans, concurrently with and on the same Business Day of (or on such other date acceptable to the Required Lenders) the receipt of such Net Asset Sale Proceeds, in an amount equal to 100% the lesser of (x) the aggregate principal of, and interest on, the Loans then outstanding, and (y) the product of (A) the aggregate amount of such reference Net Asset Sale Proceeds amount and (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofB) 0.50. (iii) In case of receipt by the Borrower or any of its Subsidiaries of any Concessionaire Disposition Proceeds, the Borrower shall, or shall cause such Subsidiary to, prepay the Loans, concurrently with and on the same Business Day of (or on such other date acceptable to the Required Lenders) the receipt of such Concessionaire Disposition Proceeds, in an amount equal to the lesser of (x) the aggregate principal of, and interest on, the Loans then outstanding, and (y) the aggregate amount of such Concessionaire Disposition Proceeds. (iv) In case of receipt by ▇▇▇▇▇▇▇ of any ▇▇▇▇▇▇▇ Sale Proceeds, the Borrower shall make prepay the REMIC Payment as Loans, concurrently with and on the same Business Day of (or on such other date acceptable to the Required Lenders) the receipt by ▇▇▇▇▇▇▇ of such ▇▇▇▇▇▇▇ Sale Proceeds, in an amount equal to the lesser of (x) the aggregate principal of, and interest on, the Loans then outstanding, and (y) the aggregate amount of such ▇▇▇▇▇▇▇ Sale Proceeds. (v) In the event a Change in Control occurs, the Borrower shall, concurrently with and on the same day of the occurrence of such Change in Control (or on such other date acceptable to the Required Lenders), prepay all Loans then outstanding. (vi) In the event the Gasoducto Sur Peruano Concession Agreement is terminated or cancelled for any reason, the Borrower shall, in the case of clause (A) below, concurrently with and on the same day of the occurrence of such termination or cancellation (or on such other date acceptable to the Required Lenders) and in the case of clause (B) below, concurrently with and on the same day of the credit rating downgrade set forth therein (or on such other date acceptable to the Required Lenders), prepay all Loans then outstanding, if, and only to the extent required hereunder. No Prepayment Premium that, (A) the credit rating of the Borrower by at least two of S&P, Fitch or penalty (including▇▇▇▇▇’▇ is not “BB-” or “Ba3,” as applicable, without limitationor higher, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Dateday of the occurrence of such termination or cancellation, with or (B) a downgrade to any interest on credit rating of the Borrower by S&P, Fitch or Moody’s results after the occurrence of such funds (I) termination or cancellation, but only to the extent that no Trigger Period and no Event such downgrade occurs as a result of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountsuch termination or cancellation.

Mandatory Prepayment. (i) On In the event and on each date occasion that any Net Cash Proceeds are received by or on which Lender actually receives a distribution behalf of Net Proceeds relating the Issuer or any of its Subsidiaries in respect of any Reduction Event, the Issuer shall promptly request permission from the Central Bank to an Individual Continental Propertyremit all required amounts under this Section 2.04 in Dollars to the Administrative Agent for the exclusive benefit of the applicable Purchaser under the applicable ROF and, and if Lender is not required to and does not make within five Euro-Dollar Business Days after the Receipt Date for such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Cash Proceeds (as applicable)subject, in each case, to the provisions of this Section 2.04(a) and Section 2.04(d)), prepay the Bank Note, the Tranche D Notes, the Tranche E Note and the Tranche F Notes in an aggregate principal amount equal to the amount of the Purchasers’ Portion of Net Cash Proceeds allocated thereto under Section 2.03(b), in each case together with interest thereon to the date of prepayment; provided, however, that notwithstanding the foregoing, if the applicable Reduction Event is the incurrence of any Debt described in Section 5.10(c) that has been incurred to refinance in whole or in part specific Tranche D Notes (or Tranche D Participations) of a Tranche D Lender, the Net Cash Proceeds thereof shall be applied first to the prepayment of such Tranche D Notes of such Tranche D Lender until such Notes are paid in full, and second in the manner set forth in Section 2.03(b); and provided further, that notwithstanding the foregoing, if the applicable Reduction Event is the event described in item (iv) of the definition of “Reduction Event,” the Net Cash Proceeds from such Reduction Event shall be applied as a prepayment of such portion of each relevant Tranche D Lender’s Tranche D Note in respect of the Working Capital Amount of each relevant Supplier as calculated in accordance with the applicable terms second proviso of the definition of “Net Cash Proceeds.” (ii) Notwithstanding the provisions of subclause (i) above, no Mandatory Prepayment shall be required pursuant to this Section 2.04(a) in respect of any Net Cash Proceeds (or a portion thereof, if applicable) arising from an Asset Sale if the Issuer shall deliver to the Administrative Agent a Responsible Officers’ Certificate to the effect that the Issuer or such Subsidiary elects to apply such Net Cash Proceeds (or a portion thereof specified in such certificate) on or before a date occurring 180 days subsequent to the Receipt Date therefor to capital expenditures of the Original Issuer incurred in connection with the mobile telephone network business of the Original Issuer in the Concession Area (such date, the “Expiration Date”) and conditions hereofcertifying that no Default has occurred and is continuing. To the extent that the Issuer has so delivered such Responsible Officers’ Certificate and, Borrower in the manner and to the extent specified in such certificate, the Net Cash Proceeds therefrom have not been applied in full by or on behalf of the Issuer or such Subsidiary on or before the Expiration Date, or committed to be so applied within 180 days after the Expiration Date pursuant to a binding contract, the Issuer shall, at Lender’s optionon the Expiration Date, but subject to Section 2.04(d), prepay the Debt Notes in the manner set forth herein in an amount equal to the Purchasers’ Portion of Net Cash Proceeds of the portion of Net Cash Proceeds that have not been so applied or committed. At any time that aggregate Net Cash Proceeds by operation of the immediately preceding sentence exceeding $50,000,000 (Aor its equivalent in another currency) have not yet been applied to prepayment of the Net Proceeds up to an amount equal to Notes (or a Tranche D Participation) or in the Minimum Release Price for such Individual Continental Property, (B) manner specified in the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied Responsible Officers’ Certificate delivered pursuant to this Section 2.7(c) hereof 2.04(a)(ii), the Issuer shall immediately deliver to the Brazilian Collateral Agent for deposit in excess of the Mortgage Mandatory Prepayment Amount Brazilian Special Purpose Account the entire Net Cash Proceeds not yet so applied and such Net Cash Proceeds shall be held in the Brazilian Special Purpose Account until so applied as follows: (I) firstby the Issuer in accordance with, and within the time periods specified in, this Section 2.04(a)(ii). On or prior to the Mezzanine Lender, Expiration Date in an amount equal respect of any Reduction Event with respect to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made Responsible Officers’ Certificate has been delivered pursuant to this Section 2.7(c) (including2.04(a)(ii), without limitation, the Issuer shall notify the Administrative Agent in connection with any REMIC Payment). Any prepayment received by Lender pursuant reasonable detail of the application of the Net Cash Proceeds required to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds date (I) including to the extent that no Trigger Period which Person and no Event of Default then exists, paid for which purposes such amounts are to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountbe applied).

Mandatory Prepayment. (ia) On If, as a result of acceleration, voluntary prepayment, scheduled payment or otherwise in respect of the Collateral Notes, Pechiney at any time or from time to time makes any payment of principal of a Collateral Note (each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable"PRINCIPAL PAYMENT"), the Borrower shall immediately prepay the principal amount of the Note. Such prepayment shall be equal to 85% of such Principal Payment, and, provided that no Default (under either this Agreement or under the Triarc Credit Agreement) or Event of Default has occurred and is continuing (and the Borrower shall immediately provide to the Bank a certificate confirming that no Default or Event of Default has occurred and is continuing), promptly and in each case, any event within three Business Days an amount (the "EXCESS PORTION") equal to 15% of such Principal Payment shall be paid to the Borrower. The Bank agrees to direct the Depositary Bank and the Collateral Agent to pay the Excess Portion of the Principal Payment to the Borrower in accordance with with, but subject to, the applicable terms foregoing sentence. It is understood and conditions hereofagreed that if the amount equal to 85% of the Principal Payment exceeds the outstanding principal amount of the Note, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to such excess shall be paid by the Borrower to NationsBank, N. A. for application against the aggregate principal amount of the Demand Loans outstanding and other obligations under the Triarc Credit Agreement. (Ab) If any Default or Event of Default has occurred and is continuing when any Pechiney Proceeds are received or otherwise being held by the Net Depositary Bank, the Collateral Agent or the Bank, the entire amount of such Pechiney Proceeds up shall be paid to the Bank and applied by the Bank as a payment of principal of the Note or applied by the Bank as a payment of interest on the Note or other obligations of the Borrower hereunder, as the Bank in its sole discretion shall determine (it being understood that the Borrower shall have no right whatsoever to receive any portion of such proceeds, except pursuant to Section 15 of the Pledge Agreement). If the Pechiney Proceeds exceed the principal of and interest on the Note and the other obligations of the Borrower hereunder, the Borrower shall pay an amount equal to such excess to NationsBank, N. A. for application against the Minimum Release Price for aggregate principal amount of Demand Loans and other obligations outstanding under the Triarc Credit Agreement. It is also understood that upon the payment of any Pechiney Proceeds in respect of the principal of the Collateral Notes, NationsBank, N.A. may at any time thereafter decrease the Original Advance Percentage (as defined in the Triarc Credit Agreement) and the Margin Call Percentage (as defined in the Triarc Credit Agreement)(in either case, to such Individual Continental Propertypercentage as the Bank may in its sole and absolute discretion determine) by giving either Borrower thereunder notice of such revised percentage. If such a decrease results in a "Default" under the Triarc Credit Agreement, then (i) the decrease will constitute a Default hereunder, (Bii) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with so long as any such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively"Default", the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an or any other Default or Event of Default, shall occur and be continuing, the Borrower shall no right to receive any Net portion of the Pechiney Proceeds, (iii) if any "Event of Default" (as defined in the Triarc Credit Agreement), or any other Event of Default shall occur and be continuing, such Pechiney Proceeds to may be applied pursuant to this Section 2.7(c) hereof in excess the payment of the Mortgage Mandatory Prepayment Amount shall be applied Borrower's obligations hereunder or to the obligations under the Triarc Credit Agreement, and (iv) if such "Default" under the Triarc Credit Agreement is cured or waived, and no other Default, Event of Default or "Event of Default" (as follows: (Idefined in the Triarc Credit Agreement) firsthas occurred and is continuing, the Bank will upon request promptly and in any event within three Business Days return to the Borrower the Excess Portion of such Principal Payment, to the Mezzanine Lender, in an amount equal extent not applied to the Mezzanine Mandatory Prepayment Amount (as such term is defined in Borrower's obligations hereunder or under the Mezzanine Loan Documents), to be applied Triarc Credit Agreement in accordance with clause (iii) hereof (and the Mezzanine Loan DocumentsBank agrees to direct the Depositary Bank and the Collateral Agent to pay the Excess Portion of the Principal Payment to the Borrower in accordance with, and but subject to, this clause (III) lastly, to Borroweriv)). (iic) On each Each prepayment shall be accompanied by the payment of accrued interest to the date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding prepayment on the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borroweramount prepaid, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) subject to the extent that no Trigger Period and no Event provisions of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountSection 2.12 hereof."

Mandatory Prepayment. As from the time this Judicial Reorganization Agreement starts to apply, the Debtor Company, at its own behest or through the corresponding subsidiary, shall be authorized to transfer the following assets securing the International Bonds, i.e., shares of the company Baluma S.A., properties corresponding to the Coquimbo Casino and Hotel and the Pucón Casino and Grand Hotel or shares of the companies owning said properties, Inmobiliaria Proyecto Integral Coquimbo S.p.A and Inmobiliaria Kuden S.p.A (the “Special Assets”), provided that: (i) On each date on which Lender actually receives the Debtor Company obtain a distribution report from an independent third party well known in the Chilean or international market, that said sale was carried out at arms’ length and at fair market value. This report shall not be subject to approval by the Trustee or any of Net Proceeds relating to an Individual Continental Propertythe New International Bondholders; and (b) the Debtor Company undertakes (within 10 business days after receipt of the proceeds of the sale) a redemption of the New International Bonds in accordance with the terms described below. In the event that any of these sales may be considered as a Change of Control (as defined in the Indenture), the provisions of this chapter shall prevail, and Section 3.7 of the New Indenture (Change of Control Repurchase Event) shall not apply. The assets identified above may be transferred to any party related to the Company as part of a corporate restructuring, and shall not be considered as a sale of assets subject to a mandatory prepayment provided that /i/ said party related to the Company is some personal guarantor of the New Instruments; and /ii/ all guarantees and prohibitions established on these assets are corrected and modified as required by the Trustee and Guarantee Agent, with a view to their remaining in full force and effect. The funds from the sale of the Special Assets shall be paid in cash by the Company in US dollars, regardless of the currency in which the Company received the price of the respective sale. The funds obtained from the sale of the Special Assets must be deposited with the New Indenture Guarantee Agent for use, if Lender is not required necessary, in the redemption of the New International Bonds and as guarantee of the Debtor Company’s obligations to and does not make such Net Proceeds available effect said redemption. The amortization value of the New International Bonds shall be the principal amount of the New International Bonds plus all interest accrued as of the date of payment of the redemption. In the event of sale of the assets in accordance with the terms described in this Chapter, the International Bondholders undertake to Borrower proceed, at the time of the sale, provided that sufficient security has been granted thereto for Restoration or for disbursement as Rent Loss Proceeds the corresponding prepayment (as applicablein accordance with the terms described in this Chapter), to lift the guarantees and prohibitions applied on these assets. Upon transfer of the assets as stipulated in each case, the Debtor Company shall be required to undertake the prepayment or partial payment on account of the International Bonds, at no cost or prepayment premium whatsoever, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.following terms:

Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution So long as the Discharge of Net Proceeds relating ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any ABL Grantor, any net proceeds of any sale or other disposal by any ABL Grantor of ABL Priority Collateral other than inventory in the ordinary course of business shall be applied to an Individual Continental Property, prepay the ABL Obligations to the extent required under and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms provisions of Section 2.21(a) of the ABL Credit Agreement, and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt amount of any prepayment required under and in an amount equal to accordance Table of Contents with the aggregate provisions of (ASection 6.2.3(b) of the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender Term Loan Agreement in connection with such prepayment asset sale or other disposal will be reduced by the amount of such proceeds applied to permanently repay the ABL Obligations (for the avoidance of doubt, without a permanent reduction of the commitments under the ABL Credit Agreement) or cash collateralize outstanding letter of credit obligations constituting ABL Obligations in such order as specified in the ABL Credit Agreement. Upon the Discharge of ABL Obligations, the ABL Collateral Agent shall, in the following order, (i) unless a Discharge of Term Loan Obligations has already occurred, deliver any remaining proceeds thereof held by it to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds Term Loan Collateral Agent to be applied pursuant to this Section 2.7(c) hereof in excess of by the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, Term Loan Collateral Agent to the Mezzanine LenderTerm Loan Obligations in such order as specified in the Term Loan Documents until a Discharge of Term Loan Obligations and (ii) if a Discharge of Term Loan Obligations has already occurred, in an amount equal deliver such proceeds to the Mezzanine Mandatory Prepayment Amount ABL Grantor, its successors or assigns from time to time, or to whomever may be lawfully entitled to receive the same. (b) So long as such term is defined in the Mezzanine Loan Documents)Discharge of ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any ABL Grantor, any net cash proceeds of any issuance and/or incurrence of indebtedness for borrowed money by any ABL Grantor other than indebtedness permitted to be applied incurred in accordance with the Mezzanine Loan Documents, ABL Credit Agreement shall be applied to prepay the ABL Obligations to the extent required under and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% provisions of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Section 2.21(b) of the Prior Hurricane Damage)ABL Credit Agreement, together and the amount of any prepayment required under and in accordance with the applicable Interest Shortfall and Breakage Costs and provisions of Section 6.2.3(c) of the actual reasonable costs of Lender Term Loan Agreement in connection with the issuance and/or incurrence of such prepayment indebtedness will be reduced by the amount of such proceeds applied to permanently repay the ABL Obligations (for the avoidance of doubt, without a permanent reduction of the commitments under the ABL Credit Agreement) or cash collateralize outstanding letter of credit obligations constituting ABL Obligations in such order as specified in the ABL Credit Agreement. Upon the Discharge of ABL Obligations, the ABL Collateral Agent shall, in the following order, (i) unless a Discharge of Term Loan Obligations has already occurred, deliver any remaining proceeds thereof held by it to the extent such amounts are not paid Term Loan Collateral Agent to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) Term Loan Collateral Agent to the extent that no Trigger Period and no Event Term Loan Obligations in such order as specified in the Term Loan Documents until a Discharge of Default then exists, paid to Borrower Term Loan Obligations and (IIii) if a Discharge of Term Loan Obligations has already occurred, deliver such proceeds to the extent no Event of Default then existsABL Grantor, but a Trigger Period then existsits successors or assigns from time to time, deposited into or to whomever may be lawfully entitled to receive the Cash Management Accountsame.

Mandatory Prepayment. (i) On each the next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of shall receive any Net Proceeds relating to an Individual Continental Property, and if Prepayment that Lender is entitled to apply in accordance with this Section 2.7(b) and not required otherwise make available or deliver to and does not make Borrower pursuant to Section 7.4, Borrower shall prepay or authorize Lender to apply such Net Proceeds available to Borrower for Restoration Prepayment as a prepayment of all or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with a portion of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay outstanding principal balance of the Debt Loan in an amount equal to the aggregate of (A) the Net Proceeds Prepayment up to an amount equal to the Minimum Release Price Amount for such the affected Individual Continental Property, (B) the applicable all Additional Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof hereof, excluding any Breakage Costs (collectively, the “Mortgage Mandatory Prepayment Amount”). Amounts paid to or applied by Len▇▇▇ ▇▇ a Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Lender pursuant to clause (C) above and then to the amounts set forth in clauses (A) and (B) simultaneously. Except during the continuance of an Event of Default, any Net Proceeds Prepayment to be applied pursuant to this Section 2.7(c2.7(b) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be paid to Mezzanine Lender and applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in Net Liquidation Proceeds After Debt Service or if the Mezzanine Loan Documents), to be applied has been paid in accordance with the Mezzanine Loan Documents, and (III) lastlyfull, to Borrower. (ii) On each date on which . During the continuance of an Event of Default, Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make may apply such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available Prepayment to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt (until paid in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and full) in any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of order or priority as Lender may determine in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunderits sole discretion. No Prepayment Premium or other premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c2.7(b). The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Lender prior to obtaining a release of the applicable Individual Property. Lender shall provide to Borrower, upon ten (10) days’ prior notice, (includingx) a release of the Individual Property if (I) at any time the Release Amount is reduced to zero, without limitationtogether with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the portion of an Individual Property that is subject to a Condemnation. (ii) As provided in Section 7.4(e) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Lender in accordance with said Section 7.4(e) shall be in the amount of the Release Amount in respect of the applicable Individual Property. No Prepayment Premium or other penalty or premium shall be due in connection with any REMIC Paymentsuch Casualty/Condemnation Prepayment. (iii) In connection with any release under this Section 2.7(b). Any prepayment received , in the event that such release would result in an Individual Borrower being an Unencumbered Borrower, such Unencumbered Borrower shall be released by Lender from the obligations of the Loan Documents, except with respect to those obligations and liabilities which expressly survive the repayment of the Loan pursuant to this Section 2.7(c) on any Loan Document and shall no longer be a date other than a Monthly Payment Date shall be held by Lender as collateral security Borrower for the Loan purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, Len▇▇▇ ▇▇rees to deliver (A) a UCC-3 financing statement termination or amendment releasing Len▇▇▇’▇ security interest in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing the collateral pledged to the benefit of Lender relating to each Unencumbered Borrower, and (B) instruments executed by Lender reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower from its obligations under the Loan Documents. All reasonable costs and expenses incurred by Lender in connection with such release shall be applied paid by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountBorrower.

Mandatory Prepayment. If at any time the Aggregate Total Outstandings under all Facilities combined (calculated as of the most recent Computation Date) exceeds either the Aggregate Commitment or the Borrowing Base, then (A) the US-Borrower shall be obligated to immediately repay Advances under the US Facility, and (B) each Non-US Borrower shall be jointly and severally obligated to immediately repay Advances under all Non-US Facilities, in each case in a principal amount that is, together with any other Borrower's repayment pursuant to this sentence, sufficient to eliminate any such excess; provided that no Non-US Borrower shall be required to repay any amount with respect to a Facility (other than its own Facility) to the extent prohibited by applicable law. If at any time (in each case measured as of the most recent Computation Date) (i) On the Aggregate Total Outstandings in respect of the Canada Facility exceeds the Aggregate Canada Facility Commitment, (ii) the Aggregate Total Outstandings in respect of the Euro Facility exceed the Aggregate Euro Facility Commitment, (iii) the Aggregate Total Outstandings in respect of the Japan Facility exceed the Aggregate Japan Facility Commitment, (iv) the Aggregate Total Outstandings in respect of the Krona Facility exceed the Aggregate Krona Facility Commitment, (iv) the Aggregate Total Outstandings in respect of the UK Facility exceed the Aggregate UK Facility Commitment, or (vi) the Aggregate Total Outstandings in respect of the US Facility exceed the Aggregate US Facility Commitment, each date on which Lender actually receives Borrower that is a distribution of Net Proceeds relating party to such affected Facility shall be jointly and severally obligated to repay Advances under the affected Facility in an Individual Continental Propertyamount or amounts sufficient to eliminate any such excess. Until such time as an excess in an affected Facility is so eliminated, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in Aggregate US Facility Commitment shall be reduced by an amount equal to the aggregate Dollar Amount of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borroweraffected Facility. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (ia) On each date on which Lender actually receives In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a distribution part of Net Proceeds relating to an Individual Continental Unencumbered Asset Pool Property) is sold, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration transferred or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with released from the applicable terms and conditions restrictions of Section 5.11 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds (but specifically excluding sale or transfer, in the Casualty Proceeds event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any other proceeds cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (a) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the Prior Hurricane Damage)Banks, together an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with the applicable Interest Shortfall and Breakage Costs and Unsecured Debt Ratio within ninety (90) days of the actual reasonable costs date of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) non-compliance shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.

Mandatory Prepayment. On the first (1st) Payment Date occurring after the fourth (4th) anniversary of the Closing Date (the "Mandatory Prepayment Date"), Borrower shall be required to prepay in whole the Debt, unless Borrower shall have satisfied each of the following terms and conditions on or prior to the Mandatory Prepayment Date: (a) no Event of Default shall be continuing on the Mandatory Prepayment Date; (b) if the Interest Rate Cap Agreement is scheduled to mature on or prior to the Mandatory Prepayment Date, Borrower shall obtain and deliver to Lender not later than the first day following the Mandatory Prepayment Date (provided that the form of such Replacement Interest Rate Cap shall have been delivered to Lender not later than ten (10) Business Days prior to the first day following the Mandatory Prepayment Date), one or more Replacement Interest Rate Cap Agreements at the Strike Price from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreements shall be effective commencing on the first day following the Mandatory Prepayment Date and shall have a maturity date not earlier than the Maturity Date; (c) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding the Mandatory Prepayment Date shall not be less than 1.45:1.00, provided that Borrower shall have the right on the Mandatory Prepayment Date to repay a portion of the Loan on a pro rata basis with the Mortgage Loan and each Other Mezzanine Loan based on the respective original principal amounts of the Loan, the Mortgage Loan and each Other Mezzanine Loan in an amount necessary to cause the foregoing Debt Service Coverage Ratio requirement to be satisfied; (d) Borrower shall have delivered to Lender as of the Mandatory Prepayment Date an Officer's Certificate in form reasonably acceptable to Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer's Certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time or are no longer true and correct as a result of factual circumstances or events that have occurred subsequently, provided such circumstances and events that have occurred subsequently do not constitute a Default or an Event of Default that is continuing; (i) On each date on which Lender actually receives a distribution Each of Net Proceeds relating to an Individual Continental PropertyMortgage Borrower and Maryland Owner, First Mezzanine Borrower, Second Mezzanine Borrower and Third Mezzanine Borrower shall have contemporaneously extended the term of the Mortgage Loan, the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan, respectively, and if Lender is (ii) each of the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower and the Sixth Mezzanine Borrower shall have satisfied the conditions set forth in Section 2.4.4 of the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Agreement, respectively, such that they are not required to and does not make such Net Proceeds available repay their respective Mezzanine Loan; and (f) Borrower shall have paid to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual Lender all reasonable costs of incurred by Lender in connection with such prepayment to the extent such amounts are not paid to Lender requirements set forth in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c2.4.4 (including reasonable attorneys' fees) hereof in excess of the Mortgage Mandatory Prepayment Amount shall excluding any Spread Maintenance Premium, prepayment penalty or breakage fees which might otherwise be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowerdue. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to The Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, will immediately prepay the Debt in an amount equal to Revolving Loans at any time when the aggregate principal amount of (A) all Revolving Loans plus the Net Proceeds up to an amount equal to outstanding amounts of all Letter of Credit Obligations exceeds the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) firstBorrowing Base, to the Mezzanine Lenderfull extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower has complied with the first sentence of this Section 2.05(c), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, the Borrower shall provide cash collateral to the Administrative Agent in the amount of such excess, which cash collateral shall be deposited in an amount equal interest bearing account maintained by the Administrative Agent and, provided that no Event of Default shall have occurred and be continuing, returned to the Mezzanine Mandatory Prepayment Amount (Borrower, at such time as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with aggregate Letter of Credit Obligations plus the Mezzanine Loan Documents, and (III) lastly, to Borroweraggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding The Borrower will immediately prepay the Casualty Proceeds and any other proceeds on account outstanding principal amount of the Prior Hurricane Damage) available to Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason, including the termination of the Total Revolving Credit Commitment on the Final Maturity Date, unless the Total Revolving Credit Commitment terminates on the Final Maturity Date and the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)obtains a new revolving credit facility in an amount, in each case, in accordance with the applicable from a lender and on such other terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, an intercreditor arrangement between the lender providing such revolving credit facility and the Collateral Agent) as are acceptable to the Collateral Agent in its sole discretion, in which case, any Default Prepayment Premium) shall Term Loans not required to be due in connection with any prepayment made paid pursuant to other provisions of this Section 2.7(cAgreement may remain outstanding. (iii) (includingThe Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Payment Office, without limitationto the payment, in connection with any REMIC Payment). Any prepayment received by Lender whole or in part, of the outstanding Revolving Loans. (iv) Within ten (10) days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Loan Fiscal Year ended March 31, 2001 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to such Section 7.01(a)(ii), ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the Borrower shall prepay the outstanding principal of the Term Loans in an interest bearing, Eligible Account at an Eligible Institution, with amount equal to 50% of the Excess Cash Flow of the Borrower for such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountFiscal Year.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shallIf, at Lender’s optionany time, prepay the Debt sum of the aggregate -------------------- principal amount of outstanding Revolving Loans plus the Letter of Credit Usage exceeds the Revolving Commitment then in effect, the Borrowers shall immediately repay Revolving Loans in an amount equal to the aggregate excess; provided, however, that -------- ------- if after repayment pursuant to this subsection of (A) all Revolving Loans then outstanding, the Net Proceeds up Letter of Credit Usage shall exceed the Revolving Commitment then in effect, the Borrowers shall immediately deliver to the Agent, to hold as cash collateral as security for the obligations of the Borrowers to reimburse the Issuing Bank for the amount of any drawings honored under any outstanding Letters of Credit, an amount such that the Letter of Credit Usage minus that ----- amount that is less than or equal to the Minimum Release Price Revolving Commitment then in effect; provided that in lieu of furnishing such cash collateral as aforesaid, the -------- Borrowers may deliver outstanding Letters of Credit for cancellation, so that the resulting Letter of Credit Usage is less than or equal to the Revolving Commitment then in effect. If, at any time after such Individual Continental Propertycash collateral is delivered to the Agent, the Revolving Commitment then in effect exceeds (Bi) the applicable Interest Shortfall and Breakage Costs aggregate principal amount of Revolving Loans outstanding (ii) the Letter of Credit Usage minus the cash collateral delivered to the Agent, then a portion of ----- the cash collateral held by the Agent for the purposes described above shall be paid to the Borrowers immediately, in the amount by which the Revolving Commitment exceeds the sum of clauses (i) and (Cii) the actual reasonable costs of Lender in connection with such prepayment specified above. Any amount delivered to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied Agent pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with bearing account established by the Agent and any interest paid on such interest accruing account shall be paid by the Agent to the benefit Borrowers promptly following receipt thereof by the Agent; provided, however, that noting herein shall require the Agent to -------- ------- obtain any particular rate of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountaccount.

Mandatory Prepayment. Subject to any restrictions in the First-Lien Documentation (in the case of clause (iv) only), the Borrower will be required to prepay the Initial Bridge Loans on a pro rata basis at 100% of the outstanding principal amount thereof plus accrued and unpaid interest with (i) On each date on the net cash proceeds from the issuance of Securities (as defined in the Engagement Letter), provided, that in the event any Initial Bridge Lender or affiliate of an Initial Bridge Lender purchases debt securities from the Borrower pursuant to a “securities demand” under the Engagement Letter at an issue price above the level at which such Initial Bridge Lender actually receives or affiliate has determined such debt securities can be resold by such Initial Bridge Lender or affiliate to a distribution bona fide third party at the time of Net Proceeds relating such purchase that is not a lender under the Bridge Facility or affiliate thereof or a participant in the Bridge Facility at such time (and notifies the Borrower thereof), the net cash proceeds received by the Borrower in respect of such debt securities may, at the option of such Initial Bridge Lender or affiliate, be applied first to an Individual Continental Propertyprepay the Initial Bridge Loans of such Initial Bridge Lender or affiliate (provided that if there is more than one such Initial Bridge Lender or affiliate then such net cash proceeds will be applied pro rata to prepay the Initial Bridge Loans of all such Initial Bridge Lenders or affiliates in proportion to such Initial Bridge Lenders’ or affiliates’ principal amount of debt securities purchased from the Borrower) prior to being applied to prepay the Initial Bridge Loan held by other Initial Bridge Lenders; (ii) the net cash proceeds from the issuance of any Refinancing Debt (to be defined) by the Borrower or any of its restricted subsidiaries; (iii) net cash proceeds from any issuance of equity, subject to exceptions to be agreed, and if Lender is not (iv) the net cash proceeds (which will be defined to exclude, among other things, the amount of any required to and does not taxes or tax distributions that the Borrower may make as a result of such Net Proceeds available to sale or disposition) from any non-ordinary course asset sales or dispositions (including as a result of casualty or condemnation) by the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), any of its restricted subsidiaries in each case, excess of amounts either reinvested in the business of the Borrower or its restricted subsidiaries in accordance with the First-Lien Facility and the ABL Facility or required to be paid to the lenders under the First-Lien Facility or the ABL Facility, in the case of any such prepayments pursuant to the foregoing clauses (i), (ii), (iii) and (iv) above with exceptions and baskets usual and customary for financings of this type made by companies that are affiliates of the Borrower and in any event not less favorable to the Borrower than those applicable terms to the First-Lien Facility and conditions hereof, the ABL Facility (with appropriate modifications to reflect the bridge nature of the facility). The Borrower shall, at Lender’s option, will also be required to offer to prepay the Debt Initial Bridge Loans following the occurrence of a change of control (to be defined in an amount equal a manner consistent with the Applicable Bond Standard (as defined below) and in any event not less favorable to the aggregate of (A) Borrower than the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined definition in the Mezzanine Loan Documents), First-Lien Documentation but not to be applied in accordance with the Mezzanine Loan Documents, and (IIIinclude a “continuing director” prong) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds outstanding principal amount thereof, plus accrued and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment unpaid interest to the extent such amounts are not paid to Lender in accordance with Article 7 hereofdate of repayment. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (iA) The Borrowers will, at any time, immediately prepay the Revolving Loans when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess; provided, however, that if any prepayment of any Eurodollar Rate -------- ------- Loan is made by the Borrowers other than on the last day of an Interest Period for such Revolving Loan, the Borrowers shall also pay any amounts owing pursuant to Section 2.10. On each date day that any Revolving Loans or ------------ Letter of Credit Obligations are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on which Lender actually receives a distribution such day. (B) If at any time after the Borrowers have complied with the first sentence of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds clause (as applicablei)(A) of this Section 2.05(c), in each casethe aggregate Letter of Credit Obligations is greater than --------------- the then current Borrowing Base, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay Borrowers shall provide cash collateral to the Debt Administrative Agent in an amount equal to 105% of such excess with respect to undrawn Standby Letters of Credit and 107% of such excess with respect to Documentary Letters of Credit and, provided that no Event of Default shall -------- have occurred and be continuing, such cash collateral amount shall be returned to the Borrowers at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (C) The Borrowers will immediately prepay the outstanding principal amount of the Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason; provided, however, that if any prepayment of any Eurodollar Rate Loan is -------- ------- made by the Borrowers other than on the last day of an Interest Period for such Revolving Loan, the Borrowers shall also pay any amounts owing pursuant to Section 2.10. ------------ (ii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans; provided, that, (A) the Net Proceeds up to an amount equal -------- such funds shall be applied to the Minimum Release Price for such Individual Continental Propertyoutstanding principal amount of the Term Loan A and/or the Term Loan B (x) in the absence of a continuing Event of Default, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender application is specifically provided for in accordance with Article 7 hereof Section 2.05(d), and (collectively, the “Mortgage Mandatory Prepayment Amount”). Except y) during the continuance existence of an Event of Default, in --------------- accordance with Section 5.04(b), and (B) if no Revolving Loans remain --------------- outstanding after the application of such funds to repay any Net Proceeds outstanding Revolving Loans, such funds are not required to be applied to the Term Loan A and the Term Loan B pursuant to clause (A) of this proviso and no Event of Default has occurred and is continuing, the remaining funds received in the Administrative Agent's Account shall, within one (1) Business Day, be returned by the Administrative Agent to the Borrowers; provided, further, -------- ------- that if any prepayment of any Eurodollar Rate Loan is made by the Borrowers other than on the last day of an Interest Period for such Revolving Loan, the Borrowers shall also pay any amounts owing pursuant to Section 2.7(c2.10. ------------ (iii) hereof in excess Immediately upon any Disposition by any Loan Party or its Subsidiaries (other than a Disposition of assets of Solutia Europe or any of its Subsidiaries), the Borrowers shall prepay the outstanding principal amount of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, Loans in an amount equal to 100% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this clause (as such term is defined in the Mezzanine iii) shall permit any Loan Documents)Party or any of its Subsidiaries to make a Disposition (including, to be applied without limitation, a Disposition of assets of Solutia Europe or any of its Subsidiaries) of any property other than in accordance with the Mezzanine Loan Documents, and Section 8.02(c). --------------- Any payments required to be made under this clause (IIIiii) lastly, to Borrower.shall be applied as set forth in Section 2.05(d). --------------- (iiiv) On each date on which Lender actually receives a distribution Upon the receipt by any Loan Party or any of Net Proceeds relating to an Individual Puerto Rico Propertyits Subsidiaries (other than by Solutia Europe or any of its Subsidiaries) of any Extraordinary Receipts after the Facility Effective Date, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Borrowers shall prepay the outstanding principal amount of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Any payments required to be made under this clause (iv) shall be applied as set forth in Section 2.05(d). --------------- (v) Simultaneously with the receipt by any Loan Party or any of its Subsidiaries (other than by Solutia Europe or any of its Subsidiaries) of any tax refund or the proceeds of any judgment, settlement or other consideration of any kind in connection with any cause of action arising under the Bankruptcy Code or otherwise (including Avoidance Actions), the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the net proceeds received. Any payments required to be made under this clause (v) shall be applied as set forth in Section 2.05(d). --------------- (vi) If any Loan Party receives a return of any cash collateral pledged by it to support letters of credit or other similar credit instruments (other than with respect to the letters of credit described on Part III of Schedule 3.01(l)), the Borrowers shall prepay the ---------------- outstanding principal amount of the Loans in an amount equal 100% of such cash. Any payments required to be made under this clause (vi) shall be applied as set forth in Section 2.05(d). --------------- (vii) Notwithstanding the foregoing, (A) in connection with a Disposition under clause (iii) of this Section 2.05(c) --------------- or receipt of insurance proceeds or condemnation awards pursuant to clause (iv) of this Section 2.05(c), up to $5,000,000 in the aggregate in any --------------- 12-month period of the Net Cash Proceeds from such Disposition and Extraordinary Receipts from such insurance proceeds or condemnation awards, as the case may be, received by any Loan Party or any of its Subsidiaries in connection therewith shall not be required to be applied to the prepayment of the Loans on such date to the extent such proceeds are used to replace, repair or restore the properties or assets used in any Loan Party's or any of its Subsidiaries' business in respect of which such Net Cash Proceeds or Extraordinary Receipts, as the case may be, were paid, provided that, (but specifically excluding x) no -------- Default or Event of Default has occurred and is continuing on the Casualty date such Person receives such Net Cash Proceeds or such Extraordinary Receipts, (y) the Administrative Borrower delivers a certificate to the Agents within five (5) days after such Disposition or ten (10) days after the date of such loss, destruction or taking, as the case may be, stating that such proceeds shall be used to replace, repair or restore any such properties or assets to be used in any Loan Party's or any of its Subsidiaries' business within a period specified in such certificate not to exceed 90 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (z) such proceeds are deposited in an account subject to the sole dominion of the Administrative Agent; and if all or any portion of such proceeds not so applied to the prepayment of the Loans are not used in accordance with the preceding sentence within the period specified in the relevant certificate furnished pursuant hereto or there shall occur a Default or Event of Default, such remaining portion shall be applied to the Loans as required by clause (iii) or (iv) of this Section 2.05(c), as applicable, on the last day of such specified period or --------------- immediately, in the case of a Default or Event of Default; and (B) the Borrowers shall not be required to make a prepayment under clause (iii) or (iv) of this Section 2.05(c) (other than with respect to any event described --------------- in clause (iii) or (iv) of this Section 2.05(c) for which the Loans would be --------------- required to be prepaid under Section 2.05(d) in the absence of this clause --------------- (B), to the extent of the required prepayment to the Loans), unless the aggregate amount of Net Cash Proceeds received as a result of the events described in such Sections exceeds $2,500,000 and any such required prepayment under such Sections shall be limited to the Net Cash Proceeds and Extraordinary Receipts, net of any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender expenses incurred in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofExtraordinary Receipts, exceeding $2,500,000. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (ia) Upon the occurrence of any of the events set forth in Section 2.1 of the Common Agreement, the Company shall be required to prepay outstanding Bonds as set forth in Section 2.1 of the Common Agreement. All such prepayments of the Bonds shall be made in the manner set forth in Section 2.3 of the Common Agreement, together with accrued interest to the date of such prepayment. Amounts prepaid pursuant to this Section 3.05 and Section 2.1 of the Common Agreement may not be reborrowed. Amounts prepaid pursuant to this Section 3.05 shall be applied on a pro rata basis across maturities to the Bonds held by each Bondholder. (b) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds Test Date (as applicabledefined below), the Company shall notify the Trustee in writing of the Gross Principal Due (as defined below) and the Cash Resources Available (as defined below), in each casecase as of such Test Date. If, on either Test Date, the Gross Principal Due exceeds the Cash Resources Available, in accordance with each case as of such Test Date, the Company shall, no later than forty-five (45) days after the applicable terms and conditions hereofTest Date (the “Mandatory Prepayment Date”) prepay all of the Bonds of all of the Bondholders, Borrower shallprovided that any Bondholder (each, at Lender’s optiona “Waiving Bondholder”) may, prepay on or before the Debt in an amount equal Mandatory Prepayment Date, by written notice to the aggregate of Company (A) the Net Proceeds up to an amount equal with a copy to the Minimum Release Price for such Individual Continental Property, Trustee) (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the a “Mortgage Mandatory Prepayment AmountWaiver Notice”). Except during ) waive the continuance of an Event of Default, any Net Proceeds to be applied requirement pursuant to this Section 2.7(c3.05(b) hereof for such mandatory prepayment with respect to the Bonds of such Waiving Bondholder, whereupon the Company shall have no obligation to prepay the Bonds of such Waiving Bondholder. Immediately after receipt thereof, the Trustee shall provide a copy of each Mandatory Prepayment Waiver Notice to each Bondholder. On the Mandatory Prepayment Date, the Company shall prepay the Bonds of all Bondholders (other than each Waiving Bondholder). All such prepayments shall be made to the Bondholders entitled thereto pro rata and shall otherwise be paid in excess the manner set forth in Section 2.1 of the Mortgage Mandatory Prepayment Amount Common Agreement. Such prepayments shall be applied as follows: (I) first, made together with accrued interest to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding prepayment on the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunderprincipal amount prepaid. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made Amounts prepaid pursuant to this Section 2.7(c3.05(b) (including, without limitation, in connection with any REMIC Payment)may not be reborrowed. Any prepayment received by Lender pursuant to For the purposes of this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.3.05(b):

Mandatory Prepayment. On the first (1st) Payment Date occurring after the fourth (4th) anniversary of the Closing Date (the “Mandatory Prepayment Date”), Borrower shall be required to prepay in whole the Debt, unless Borrower shall have satisfied each of the following terms and conditions on or prior to the Mandatory Prepayment Date: (a) no Event of Default shall be continuing on the Mandatory Prepayment Date; (b) if the Interest Rate Cap Agreement is scheduled to mature on or prior to the Mandatory Prepayment Date, Borrower shall obtain and deliver to Lender not later than the first day following the Mandatory Prepayment Date (provided that the form of such Replacement Interest Rate Cap shall have been delivered to Lender not later than ten (10) Business Days prior to the first day following the Mandatory Prepayment Date), one or more Replacement Interest Rate Cap Agreements at the Strike Price from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreements shall be effective commencing on the first day following the Mandatory Prepayment Date and shall have a maturity date not earlier than the Maturity Date; (c) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding the Mandatory Prepayment Date shall not be less than 1.45:1.00, provided that Borrower shall have the right on the Mandatory Prepayment Date to repay a portion of the Loan on a pro rata basis with the Mortgage Loan and each Other Mezzanine Loan based on the respective original principal amounts of the Loan, the Mortgage Loan and each Other Mezzanine Loan in an amount necessary to cause the foregoing Debt Service Coverage Ratio requirement to be satisfied; (d) Borrower shall have delivered to Lender as of the Mandatory Prepayment Date an Officer’s Certificate in form reasonably acceptable to Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time or are no longer true and correct as a result of factual circumstances or events that have occurred subsequently, provided such circumstances and events that have occurred subsequently do not constitute a Default or an Event of Default that is continuing; (i) On each date on which Lender actually receives a distribution Each of Net Proceeds relating to an Individual Continental PropertyMortgage Borrower and Maryland Owner, First Mezzanine Borrower, Second Mezzanine Borrower and Third Mezzanine Borrower shall have contemporaneously extended the term of the Mortgage Loan, the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan, respectively, and if Lender is (ii) each of the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower and the Sixth Mezzanine Borrower shall have satisfied the conditions set forth in Section 2.4.4 of the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Agreement, respectively, such that they are not required to and does not make such Net Proceeds available repay their respective Mezzanine Loan; and (f) Borrower shall have paid to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual Lender all reasonable costs of incurred by Lender in connection with such prepayment to the extent such amounts are not paid to Lender requirements set forth in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c2.4.4 (including reasonable attorneys’ fees) hereof in excess of the Mortgage Mandatory Prepayment Amount shall excluding any Spread Maintenance Premium, prepayment penalty or breakage fees which might otherwise be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowerdue. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. In the event of a Transfer of the direct or indirect Equity Interests of the Borrower or Borrower Control Group in KPT (iother than with respect to certain "contingent value rights", as to which the following sentence shall govern) On each date on which Lender actually receives or AAC III, or upon a distribution Transfer of Net Proceeds relating to an Individual Continental PropertyEquity Interests in or control of Lazard Freres REI, or change in the general partner of any of LFSRI II, LFSRI II Alternative and if Lender is not required to LFSRI-CADIM, the entire Indebtedness shall become immediately due and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)payable, in each case, in accordance together with the Exit Fee and any applicable terms and conditions hereofPrepayment Premium. In the event of a Transfer of any of the "contingent value rights" in KPT owned by any member of the Borrower Control Group, Borrower shall, at Lender’s option, prepay a portion of the Debt in an amount Indebtedness equal to the lesser of the Net Proceeds of such Transfer and the outstanding Indebtedness, together with any applicable Prepayment Premium, shall become immediately due and payable (a "CVR Payment"); provided, however, that Lender shall have the right, in its sole discretion, to reject all or any portion of such prepayment, in which event Borrower shall have no right or obligation to prepay the amount so rejected by Lender. In the event that any Transfer of assets of an Operating Company in the nature of a capital transaction ("Capital Transaction"), whether in one transaction or a series of transactions, yields to such Operating Company amounts used to pay Dividends and Distributions to the Borrower or any member of the Borrower Control Group in the aggregate amount of $2.5 million (the "Threshold") then an amount of the Principal Indebtedness, less any applicable Prepayment Premium, equal to the lesser of (A) all Dividends and Distributions from such Operating Company in excess of the Net Proceeds up Threshold attributable to an amount equal to the Minimum Release Price for such Individual Continental Property, one or more Capital Transactions and (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage)outstanding Indebtedness, together with the applicable Interest Shortfall Prepayment Premium, shall become due and Breakage Costs and payable five (5) Business Days after receipt thereof by Borrower or any member of the actual reasonable costs of Lender in connection with Borrower Control Group, as applicable; provided, however, that (x) no such prepayment shall be required until the portion of the Principal Indebtedness to be so prepaid is at least $1,000,000, and (y) Lender shall have the right, in its sole discretion, to reject all or any portion of any such prepayment, in which event Borrower shall have no right or obligation to prepay the amount so rejected by Lender, but Borrower shall not thereby be released from the obligation to make further prepayments hereunder. There shall be a separate Threshold for each Operating Company. No rejection by Lender of a prepayment pursuant to the extent such amounts are not paid terms hereof shall be deemed to Lender constitute a release or waiver of the requirements of the Deposit Account Agreement regarding deposit and disposition of Dividends and Distributions. In the event of a Transfer of the direct or indirect Equity Interests of the Borrower or Borrower Control Group in accordance ▇▇▇▇▇▇▇▇▇▇ or Intown, a portion of the Indebtedness (calculated as set forth in the following sentence) together with Article 7 hereof. (iii) Borrower any applicable Prepayment Premium shall make become immediately due and payable. The amount of the REMIC Payment as and Indebtedness required to be prepaid shall be equal to the extent required hereunderlesser of (i) the Net Proceeds of such Transfer (or, if such Transfer is in respect of ▇▇▇▇▇▇▇▇▇▇, 50% thereof) and (ii) the outstanding Indebtedness. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) Any pre-payment hereunder shall be due in connection made only with any prepayment made pursuant to this Section 2.7(csixty (60) days' prior written notice (including, without limitation, in connection with any REMIC Paymentwhich notice may be revoked by Borrower as long as such notice specifies that it is revocable). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds at least thirty (I30) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and days but not more than ninety (II90) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountdays' irrevocable prior notice.

Mandatory Prepayment. (a) If on any date prior to the termination of the Revolving Credit Commitment, the Total Revolving Credit Outstandings as of such date exceed (i) On each date on which Lender actually receives a distribution the Total Revolving Credit Commitment or (ii) the Borrowing Base, the Borrower, without notice or demand, shall immediately apply an amount (without duplication) equal to any such excess to the prepayment in full of any outstanding Revolving Credit Loans. (b) In the event of any Disposition (whether voluntary or involuntary) outside the ordinary course of business of any Property of the Borrower or any of its Subsidiaries (including the Disposition of the Trinidad Interests or any part thereof) occurring prior to the Termination Date that results in Net Cash Proceeds relating in excess of $1,000,000 in the aggregate, (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or receipt of proceeds of such Disposition (including the amount of the estimated Net Cash Proceeds to an Individual Continental Propertybe received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition, and if Lender is not required to and does not make the Borrower shall deliver all of such Net Cash Proceeds available in excess of $1,000,000 in the aggregate to Borrower the Administrative Agent for Restoration application to the then outstanding Loans. Nothing herein contained shall impair or for disbursement as Rent Loss Proceeds otherwise affect the prohibitions against the Disposition of Property contained herein and in the Loan Documents or any requirement that the Bankruptcy Court approve such Disposition. Any proceeds of a Disposition in this Section 2.9(b) designated to pay actual taxes payable and costs of such Disposition shall be held by the Administrative Agent in escrow until applied to such taxes and costs. (as applicable), in each case, c) Prior to the earlier of the Termination Date or the date upon which the Loans hereunder become due and payable in accordance with Section 7, all proceeds of the applicable terms Inventory and conditions proceeds of the Receivables of the Borrower and the Guarantors and all Cash Collateral generated in the ordinary course of the Borrower's and the Guarantors' businesses (other than the amounts subject to Section 2.9(b) hereof, Borrower shall, at Lender’s option, prepay ) shall be deposited in the Debt in an amount equal Collection Account and transferred on a daily basis to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall Concentration Account and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied daily as follows: (Ii) first, to the Mezzanine Lenderpayment of actual, necessary expenses of the type set forth in an amount equal the Budget (subject to variations from the Budget permitted herein); (ii) second, to the Mezzanine Mandatory Prepayment Amount costs, fees and expenses of the Administrative Agent (as such term is defined including without limitation the fees and expenses of its counsel and other professionals and previous employed or retained by the Administrative Agent) to the extent not contained in the Mezzanine Loan Documents)Budget; (iii) third, to the repayment of all Revolving Loans hereunder until all Revolving Loans shall be fully paid; and (iv) fourth, to be held by the Administrative Agent in the Concentration Account until release or applied; and fifth, as the Orders shall provide it if then in effect and otherwise as shall be determined by the Bankruptcy Court. The Administrative Agent shall make the application provided for by clauses (ii) and (iii) above once each Business Day automatically after 2:00 P.M. (New York City time) on such day. (d) Amounts to be applied in accordance connection with the Mezzanine Loan Documentsprepayments made pursuant to paragraph (b) of this Section 2.9 shall be applied, and (III) lastlyfirst, to Borrowerthe prepayment of the Term Loans and, second, to reduce permanently the Total Revolving Credit Loans. (iie) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Any reduction of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Revolving Credit Commitments shall be accompanied by prepayment of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment Revolving Credit Loans to the extent such amounts are not paid to Lender in accordance with Article 7 hereofextent, if any, that the Total Revolving Credit Outstandings exceeds the amount of the Total Revolving Credit Commitments as so reduced. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution of Net Proceeds the Purchase Date, all Obligations owing to DEG relating to an Individual Continental Propertythe DEG Loan hereunder and under the Loan Documents shall become immediately due and payable without any action on the part of DEG, and if Lender is not required the Company shall pay to DEG an amount equal to all such Obligations due and does not make such Net Proceeds available owing to Borrower for Restoration DEG, including, without duplication, all accrued interest on the principal amount of the DEG Loan to be prepaid and all other amounts then due to DEG hereunder. (b) The Company shall prepay, pro rata, the outstanding principal amount of the DEG Loan (or for disbursement portion thereof, as Rent Loss Proceeds applicable) upon the prepayment by the Company of any of the other Loans (or portions thereof, as applicable), together with all accrued interest on the principal amount of the DEG Loan (or portion thereof, as applicable), the Maintenance Amount (if any) on the DEG Loan (or portion thereof, as applicable) and all other amounts then due hereunder or under any of the other Loan Documents. (c) Insurance Proceeds shall be applied as follows: (i) All Insurance Proceeds relative to any single loss in each case, in accordance with excess of seven hundred fifty thousand Dollars ($750,000) shall be paid by the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal respective insurers directly to the aggregate Trustee. All Insurance Proceeds relative to a single recovery of seven hundred fifty thousand Dollars (A$750,000) the Net Proceeds up to an amount equal or less shall be paid directly to the Minimum Release Price for such Individual Continental PropertyCompany. If any Insurance Proceeds relative to any single loss in excess of seven hundred fifty thousand Dollars ($750,000), (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyor, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance occurrence and continuation of an Event of Default, relative to any Net loss are paid to the Company, such Insurance Proceeds shall be received only in trust for the Lenders, shall be segregated from other funds of the Company, and shall be promptly paid over to the Trustee in the same form as received (with any necessary endorsement) for deposit in the Insurance Proceeds Sub-Account. If any Insurance Proceeds are paid to DEG, DEG shall promptly pay over such Insurance Proceeds to the Trustee for deposit in the Insurance Proceeds Sub-Account. (A) If there does not exist an Event of Default, Insurance Proceeds relative to a single loss of seven hundred fifty thousand Dollars ($750,000) or less shall be applied pursuant by the Company to this Section 2.7(cpay the necessary costs of repair, restoration or replacement of the Project (in each case, to the extent such Insurance Proceeds were paid in respect of physical loss or damage thereto). After applying such amount, any excess Insurance Proceeds shall be delivered to the Trustee for deposit in the Revenue Sub-Account. (B) hereof If there does not exist an Event of Default and if there shall occur damage, destruction or casualty with respect to which Insurance Proceeds in excess of seven hundred fifty thousand Dollars ($750,000) but less than five million Dollars ($5,000,000) are payable, and if (I) the Mortgage Mandatory Prepayment Amount Company promptly (and, in any event, within 30 days after the occurrence of such damage, destruction or casualty) gives written notice to DEG that the Company wishes to repair, restore or replace the Project to the condition that it was in immediately prior to such damage, destruction or casualty, (II) the Insurance Proceeds received by the Company or the Trustee together with funds otherwise available to the Company, will be sufficient to cover all costs and expenses necessary to repair, restore or replace the Project and to cover the Operating and Maintenance Costs and the Debt Service payable by the Company during the period necessary to repair, restore or replace the Project, (III) the repair, restoration or replacement of the Project is technically and economically feasible, (IV) after giving effect to any proposed repair, restoration or replacement, no Default or Event of Default or a default under any Principal Document shall exist, (V) DEG shall receive an opinion of counsel in form and substance reasonably satisfactory to DEG or other evidence satisfactory to DEG that neither any applicable Governmental Approval nor any Principal Document (other than Non-Material Agreements) will terminate during the period necessary to repair, restore or replace the Project and no applicable Governmental Approval, or amendment to this Agreement or the Security Documents or any other instrument, is necessary for the purpose of subjecting the repair, restoration or replacement to the Liens of the Security Documents except such, if any, as shall have been delivered to DEG, and (VI) DEG shall have received from the Company and the Independent Engineer such certificates or other evidence as DEG may reasonably require regarding the foregoing matters, then DEG shall direct the Trustee in a written notice to deliver the Insurance Proceeds received in connection with the damage, destruction or casualty to the Project to the Company and the Company shall apply such Insurance Proceeds to pay for the necessary costs of repair, restoration or replacement of the Project and to pay for Operating and Maintenance Costs and Debt Service when due. After making such payments to the Company, any excess Insurance Proceeds shall be deposited in the Revenue Sub-Account. (ii) If there shall occur damage, destruction or casualty with respect to which Insurance Proceeds in excess of five million Dollars ($5,000,000) are payable, DEG may, after consulting with the Company during the 30-day period following such damage, destruction or casualty, choose to apply the Insurance Proceeds to prepay a principal amount of the DEG Loan at the time outstanding, pro rata with prepayment of the IFC Loans, together with interest accrued thereon or fees accrued in connection therewith to the prepayment date. In addition, if Insurance Proceeds have been paid pursuant to clause (b)(i)(B) above and the Company (I) has not notified DEG promptly that it wishes to repair, restore or replace the Project or (II) has not otherwise complied with the provisions of clause (b)(i) above relative to the repair, restoration or replacement of the Project, DEG may choose to apply the Insurance Proceeds to prepay the DEG Loan, pro rata with prepayment of the IFC Loans, together with accrued interest. (iii) Amounts paid under this subsection (c) shall be applied by DEG to all respective outstanding repayment installments of the DEG Loan in inverse order of maturity. (d) Upon the occurrence of a Capacity Shortfall, the Company shall pay, or cause to be paid, to DEG the Performance Liquidated Damages paid by the EPC Contractor under the EPC Contract with respect to such Capacity Shortfall to prepay a principal amount of the DEG Loan equal to (i) the principal amount outstanding under the DEG Loan, multiplied by (ii) the Capacity Shortfall Percentage and shall pay, or cause to be paid, to IFC the Performance Liquidated Damages paid by the EPC Contractor under the EPC Contract with respect to such Capacity Shortfall to prepay a principal amount of the IFC Loans equal to (i) the principal amount outstanding under the IFC Loans, multiplied by (ii) the Capacity Shortfall Percentage. Such prepayment of the DEG Loan shall be applied as follows: (Iprovided in Section 3.6(b) firsthereof. To the extent there are excess Performance Liquidated Damages which have been paid by the EPC Contractor and are remaining after the above-referenced prepayment to DEG and IFC, such excess shall be applied to the Mezzanine Lender, repay equity in an amount equal to (x) the Mezzanine Mandatory Prepayment Amount Dollar amount which has then been paid in to the Company for the purchase of Shares, multiplied by (as y) the Capacity Shortfall Percentage. Such amount shall be divided pro rata among all shareholders of the Company. After such term is defined in application, any remaining Performance Liquidated Damages shall be transferred to the Mezzanine Loan Documents), to be Revenue Sub-Account and applied in accordance with the Mezzanine Loan Documents, Trust and (III) lastly, to BorrowerRetention Agreement. (iie) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding The Company shall prepay the Casualty Proceeds and any other proceeds on account outstanding principal amount of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with DEG Loan upon the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account occurrence of the Prior Hurricane Damage)Event of Default described in Section 7.1(k) of the General Conditions, together with accrued interest on the applicable Interest Shortfall principal amount of the DEG Loan to be prepaid and Breakage Costs and all other amounts then due to DEG hereunder. (f) The Company shall pay the actual reasonable costs of Lender prepayment premium as specified in Section 3.8 hereof in connection with such prepayment any mandatory prepayments pursuant to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. Sections 3.7(a) (iii) Borrower shall make the REMIC Payment as but only if and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, that there remains any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment proceeds of the Purchase Price paid by HMGN and received by Lender pursuant the Company after (i) the aggregate amount of all Obligations owing to this Section 2.7(cDEG have been paid in full and (ii) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan shareholders of the Company at such time have recovered the aggregate amount of their total paid in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to equity of the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) Company to the extent that no Trigger Period provided in Section 6.3 of the Project Agreement), and no Event of Default then exists, paid to Borrower and (IISection 3.7(e) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accounthereof.

Mandatory Prepayment. Borrowers shall not permit the sum of (i) On each date on which Lender actually receives a distribution the aggregate amount of Net Proceeds relating Letter of Credit Obligations plus (ii) the aggregate principal amount of Loans outstanding under the Revolving Credit Facility at any time to an Individual Continental Propertyexceed the then current Availability. Borrowers agree, jointly and if Lender is not required severally, to and does not make such Net Proceeds available payments to Borrower for Restoration Agent on the Loans outstanding under the Revolving Credit Facility which are necessary to cure any such excess within two (2) Business Days after the occurrence thereof. To the extent that any payment made under the previous sentence is insufficient to cause the Letter of Credit Obligations to be equal to or for disbursement as Rent Loss Proceeds (as applicable)less then the Availability, in each caseBorrowers agree, in accordance jointly and severally, to immediately deposit with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in Agent an amount of cash equal to the aggregate entire Letter of Credit Obligation with respect to one or more Letters of Credit which are causing the deficiency (which, for this purpose, shall be deemed to be Cash Collateralized Letters of Credit) in the Cash Collateral Account. To the extent that one or more Cash Collateralized Letter(s) of Credit expire (and are not drawn upon) and are not extended or are otherwise terminated without any continuing liability to Agent, the Issuing Lender or Lenders, which results in the sum of (Ai) the Net Proceeds up to an aggregate principal amount equal to of Loans outstanding under the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. Revolving Credit Facility plus (ii) On each date on which Lender actually receives a distribution the aggregate amount of Net Proceeds relating Letter of Credit Obligations being equal to an Individual Puerto Rico Propertyor less than the Availability as of such date, and if Lender is not required Agent shall refund the cash held in the Cash Collateral Account with respect to and does not make such Net Proceeds Cash Collateralized Letter of Credit to the Borrowers within five (but specifically excluding 5) Business Days less any Letter of Credit Fees applicable thereto. In addition, following any such deposit of cash in the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shallCash Collateral Account, at Lender’s option, prepay any time and from time to time that the Debt in an sum of (i) the aggregate principal amount of Loans outstanding under the Revolving Credit Facility plus (ii) the aggregate principal amount of Letter of Credit Obligations becomes equal to 100% or less than the sum of (x) the Availability plus (y) the amount of cash held in the Cash Collateral Account as of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage)date, together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment Agent shall refund to the extent Borrowers within (5) Business Days a sum of cash held in the Cash Collateral Account equal to such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunderexcess less any Letter of Credit Fees applicable thereto. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) Lender shall be due under an obligation to make Loans under the Revolving Credit Facility or to issue any Letter of Credit during the period that any such excess described in connection with any prepayment made pursuant to the first sentence of this Section 2.7(c3.2(C) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for exists or would result from the making of an additional Loan in under the Revolving Credit Facility or issuing an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit additional Letter of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountCredit.

Mandatory Prepayment. (a) So long as any Note remains outstanding, in the event that the Borrower receives any payment from (i) On each date on any Transfer of Purchaser Ordinary Shares or securities of SouFun beneficially owned by the Borrower or (ii) any dividend or other distributions from SouFun or the Purchaser, the Borrower hereby agrees that all proceeds from such payment shall be used to first prepay any outstanding principal amount under such Note. (b) So long as any Note remains outstanding, in the event that the Borrower or any of its Affiliates makes any prepayment under the New Investor Financing, the Lender shall have the right to request the Borrower to prepay a pro rata portion of the outstanding principal amount under such Note. For purposes of this Section 5.3(b), the pro rata portion shall mean a fraction, of which (i) the numerator is the aggregate amount of the pre-payment made by the Borrower or any of its Affiliates under the New Investor Financing and (ii) the denominator is the outstanding principal amount under the New Investor Financing. (c) In connection with any issuance of Securities to a New Investor pursuant to the Overall Private Placements, in the event that such New Investor's Financing Ratio, if applicable, is lower than the Financing Ratio of the Lender, the Borrower shall prepay an amount of the Note(s) so that the Financing Ratio of the Lender actually receives shall be reduced to be equal to such New Investor's Financing Ratio. For purposes of this Error! Reference source not found.‎(c), “Financing Ratio,” with respect to a distribution Person, shall mean a fraction, of Net Proceeds relating to an Individual Continental Propertywhich (i) the numerator is the total subscription price paid by the Founder, the Borrower or any of their respective Affiliates under the Purchaser Subscription Agreement, and if Lender (ii) the denominator is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate amount of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for funds paid by or sourced from such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs Person or any of Lender its Affiliates in connection with such prepayment the Overall Private Placements, including the amount under (i). For the avoidance of doubt, if a New Investor does not extend any loan to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyFounder, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance Borrower or any of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender their respective Affiliates in connection with the Overall Private Placements, such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) New Investor’s Financing Ratio shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountzero.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution If at any time during the term of this -------------------- Agreement, the Borrower or the Company shall receive Net Offering Proceeds relating to an Individual Continental Propertyor Net Cash Proceeds then, and if Lender is not required to and does not make such Net Proceeds available to simultaneously therewith, the Borrower for Restoration or for disbursement the Company, as Rent Loss Proceeds (as applicable)the case may be, in each case, in accordance with shall repay the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to the aggregate lesser of (Ax) the aggregate Net Offering Proceeds up to an amount equal to and/or Net Cash Proceeds received by the Minimum Release Price for such Individual Continental Property, Company from and after the date hereof and (By) the applicable Interest Shortfall outstanding principal balance of the Loans. If at any time from and Breakage Costs and after the Closing Date: (Ci) the actual reasonable costs Company or the Borrower merges or consolidates with another Person and the Company or Borrower, as the case may be, is not the surviving entity (other than a merger or consolidation of Lender the Company or the Borrower with Reckson or any other Person so long as, in the case of a merger or consolidation of the Company, Reckson is the surviving entity and retains not less than a 66 2/3% interest in Borrower; (ii) any interest in the Borrower or the Company is sold to any Person, other than to Reckson or the Company or in connection with the grant of OP Units (x) in partial payment of an acquisition of a Property or (y) the proceeds of which are used to purchase a Property; (iii) the Management Company ceases to provide property management and leasing services to all of the Projects located in the State of New York or to provide asset management services for all of the Projects located outside of the State of New York; or (iv) the Revolving Credit Agreement is terminated for any reason (the date any such event shall occur being the "Prepayment Date"), the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Termination Date and, the Credit Commitment thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the extent such amounts are not paid date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to Lender in accordance with Article 7 hereof (collectivelythe maturity thereof, the “Mortgage Mandatory Prepayment Amount”Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Except during the continuance of an Event of Default, any Net Proceeds to Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 2.7(c4.1(d) hereof in excess of the Mortgage Mandatory Prepayment Amount shall may not be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowerreborrowed. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (a) The Borrower shall prepay Tranche A Loans and Tranche C Loans to the extent necessary to ensure that (i) On each date on which Lender actually receives a distribution the aggregate amount of all Tranche A Loans and Tranche C Loans outstanding will not at any time exceed the Tranche A Loan Commitments and Tranche C Loan Commitments, respectively, of the Banks and (ii) the aggregate amount of all Tranche A Loans, together with the aggregate face amount of Commercial Paper outstanding, will not at any time exceed the aggregate amount of the Tranche A Loan Commitments of the Banks. Any prepayments required to assure that the aggregate unused amount of the Tranche A Loan Commitments is not less than the face amount of outstanding Commercial Paper shall be applied to the Tranche A Loans. (b) If the Borrower issues Equity in one or more transactions (other than issuances of common stock in connection with the exercise of stock options issued pursuant to employee stock option plans), it shall prepay the Loans and permanently reduce Commitments as follows: (i) the Tranche C Loan Commitment shall be permanently reduced by 100% of the amount of Net Cash Proceeds relating from such Equity issuance until the Tranche C Loan Commitment has been reduced to zero and (ii) after the Tranche C Loan Commitment has been reduced to zero, at any time while the Borrower shall not have an Individual Continental PropertyInvestment Grade Rating, the Tranche A Loan Commitment shall be permanently reduced and if Lender is not required to the Tranche B Loans shall be repaid, pro rata between such Tranches and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)pro rata among the remaining scheduled reductions within each Tranche, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an aggregate amount equal to 25% of the Net Cash Proceeds from such Equity issuance until the aggregate amount of all such Tranche A Commitment reductions and Tranche B Loan prepayments, hereunder and under (Ac)(ii) below, shall equal $400 million. (c) If the Net Proceeds up to an amount equal to Borrower incurs Indebtedness in a Capital Market Transaction, it shall prepay the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall Loans and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied permanently reduce Commitments hereunder as follows: (Ii) first, up to the Mezzanine Lenderfirst $300 million of Net Cash Proceeds from such Capital Market Transaction shall be applied to reduce the Tranche C Loan Commitment until the Tranche C Loan Commitment has been reduced to zero, and (ii) following such reduction, at any time while the Borrower shall not have an Investment Grade Rating, the Tranche A Loan Commitment shall be permanently reduced and the Tranche B Loans shall be repaid, pro rata between such Tranches and pro rata among the remaining scheduled reductions within each Tranche, in an aggregate amount equal to 75% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds from such Capital Markets Transaction until the aggregate amount of all such Tranche A Commitment reductions and Tranche B Loan prepayments, hereunder and under (b)(ii) above, shall equal $400 million. (d) If there shall be a simultaneous issuance of Equity under (b) above and an incurrence of Indebtedness under (c) above, for purposes of this Section 5.11, the issuance of Equity shall be deemed to occur first and the Loans and Commitments will be prepaid and reduced accordingly. (e) The Borrower shall prepay the Loans and permanently reduce Commitments hereunder with Net Cash Proceeds from asset sales other than to franchisees as follows: (i) the first $100 million of such term is defined in the Mezzanine Loan Documents), to Net Cash Proceeds from such sales may be applied in accordance with the Mezzanine Loan Documentsretained by Borrower without making any related loan repayment or Commitment reduction, and (III) lastly, to Borrower. (ii) On at any time that the Borrower shall not have an Investment Grade Rating, the Tranche A Loan Commitment shall be permanently reduced and the Tranche B Loans shall be prepaid, pro rata between such Tranches and pro rata among the remaining scheduled reductions within each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)Tranche, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an aggregate amount equal to 10050% of the amount of such Net Cash Proceeds from such sales in excess of $100 million until the aggregate amount of reduction and prepayments under this clause (but specifically excluding the Casualty e) from Net Cash Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofsales equals $500 million. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. The Borrowers shall make a mandatory prepayment: (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, that the “Mortgage Mandatory Prepayment Amount”). Except during Principal Obligations exceeds the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty Available Commitment (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) as a result of an Exclusion Event); or (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (Iii) to the extent that such mandatory prepayment is required pursuant to the terms of the Corporate Documents or other Constituent Documents of the Borrowers. Each such prepayment shall be made in such amount as will put the Borrowers in compliance with this Section 2.1(e) and shall be made by the Required Payment Time. Unless otherwise required by law, upon: (i) a change in circumstances such that the circumstances described in clause (i) or (ii) above no Trigger Period longer exist; or (ii) the full and no Event final payment of Default then existsthe Obligations (other than contingent Obligations that have not been asserted), paid the Administrative Agent shall return to Borrower and (IIthe Borrowers any amounts remaining in said cash collateral account. Notwithstanding anything in this Section 2.1(e) to the extent no Event contrary, in the event a mandatory prepayment has been triggered pursuant to clause (i) or (ii) of Default then existsthis Section 2.1(e), but the Borrowers will not withdraw funds from the Collateral Accounts (with respect to amounts that constitute part of the Collateral), unless, after giving effect to such withdrawal, sufficient funds remain on deposit in the Collateral Accounts (less any amounts which do not constitute part of the Collateral) to satisfy the Borrowers’ payment obligation at the end of the Prepayment Period with respect to the related mandatory prepayment; provided that, subject to Section 9.12, nothing herein shall prevent the Borrowers from withdrawing amounts from the Collateral Accounts that (x) are necessary to pay a Trigger Period then existsPermitted Distribution or (y) were deposited in or credited to the Collateral Account prior to the time when the mandatory prepayment obligation specified in this subparagraph was so triggered, deposited into so long as such amounts being withdrawn by the Cash Management AccountBorrowers are withdrawn within five (5) Business Days of the date when such mandatory prepayment was triggered and which are used to pay an Anticipated Expense which was committed to by the Borrowers prior to the date such mandatory prepayment was triggered.

Mandatory Prepayment. (i) On each the next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of Administrative Agent shall receive any Net Proceeds relating Prepayment that Administrative Agent is entitled to an Individual Continental Propertyapply in accordance with this Section 2.7(b) and not otherwise make available or deliver to Borrower pursuant to Section 7.4, and if Lender is not required Borrower shall prepay or authorize Administrative Agent to and does not make apply such Net Proceeds available to Borrower for Restoration Prepayment as a prepayment of all or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with a portion of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay outstanding principal balance of the Debt Loan in an amount equal to the aggregate of (A) the Net Proceeds Prepayment up to an amount equal to the Minimum Release Price Amount for such the affected Individual Continental Property, (B) the applicable all Additional Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender Administrative Agent in connection with such prepayment to the extent such amounts are not paid to Lender Administrative Agent in accordance with Article 7 hereof hereof, excluding any Breakage Costs and the Exit Fee (collectively, the “Mortgage Mandatory Prepayment Amount”). If, after giving effect to such mandatory prepayment in accordance with this Section 2.7(b), the outstanding principal amount of the Debt is less than the Minimum Loan Amount, Borrower shall be required to simultaneously prepay the Debt in full in accordance with Section 2.7(a) hereof. Amounts paid to or applied by Administrative Agent as a Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Administrative Agent pursuant to clause (D) above and then to the amounts set forth in clauses (A) - (C) simultaneously. Except during the continuance of an Event of Default, any Net Proceeds Prepayment to be applied pursuant to this Section 2.7(c2.7(b) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be paid to Mezzanine Lender and applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in Net Liquidation Proceeds After Debt Service or if the Mezzanine Loan Documents), to be applied has been paid in accordance with the Mezzanine Loan Documents, and (III) lastlyfull, to Borrower. (ii) On each date on which Lender actually receives a distribution . During the continuance of Net Proceeds relating to an Individual Puerto Rico PropertyEvent of Default, and if Lender is not required to and does not make Administrative Agent may apply such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available Prepayment to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt (until paid in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and full) in any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender order or priority as Administrative Agent may determine in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunderits sole discretion. No Prepayment Premium prepayment premium or penalty (including, without limitation, any Default Prepayment Premium) or Exit Fee shall be due in connection with any prepayment made pursuant to this Section 2.7(c2.7(b). The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Administrative Agent prior to obtaining a release of the applicable Individual Property. Administrative Agent shall provide to Borrower, upon ten (10) days’ prior notice, (includingx) a release of the Individual Property if (I) at any time the Release Amount is reduced to zero, without limitationtogether with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Administrative Agent is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the portion of an Individual Property that is subject to a Condemnation. (ii) As provided in Section 7.4(e) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Administrative Agent in accordance with said Section 7.4(e) shall be in the amount of the Release Amount in respect of the applicable Individual Property. If, after giving effect to such Casualty/Condemnation Prepayment, the outstanding principal amount of the Debt is less than the Minimum Loan Amount, Borrower shall be required to simultaneously prepay the Debt in full in accordance with Section 2.7(a) hereof. No prepayment penalty or premium shall be due in connection with any REMIC Paymentsuch Casualty/Condemnation Prepayment or prepayment in full. (iii) In connection with any release under this Section 2.7(b). Any prepayment received , in the event that such release would result in an Individual Borrower being an Unencumbered Borrower, such Unencumbered Borrower shall be released by Lender Administrative Agent from the obligations of the Loan Documents, except with respect to those obligations and liabilities which expressly survive the repayment of the Loan pursuant to this Section 2.7(c) on any Loan Document and shall no longer be a date other than a Monthly Payment Date shall be held by Lender as collateral security Borrower for the Loan purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, Administrative Agent agrees to deliver (A) a UCC-3 financing statement termination or amendment releasing Administrative Agent’s and/or Lenders’ security interest in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing the collateral pledged to the benefit of Administrative Agent relating to each Unencumbered Borrower, and (B) instruments executed by Administrative Agent and/or Lender reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower from its obligations under the Loan Documents. All reasonable costs and expenses incurred by Administrative Agent and Lender in connection with such release shall be applied paid by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountBorrower.

Mandatory Prepayment. (a) Subject to the ECB Guidelines and the Borrower obtaining all requisite Consents from the RBI and AD Bank (as applicable) under the ECB Guidelines, the Borrower shall apply the following amounts in prepayment of the Loan within five (5) Business Days after the occurrence of any of the following events: (i) On each date on which Lender actually receives a distribution if the Borrower fails to use the proceeds of Net Proceeds relating to an Individual Continental Propertyany Disbursement of the Loan for the Project within [***] after such Disbursement, and if Lender is not required to and does not make such Net Proceeds available to the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, shall prepay the Debt Loan in an the amount equal to of the aggregate unused portion of such Disbursement; (ii) if (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, a Significant Loss occurs and (B) the applicable Interest Shortfall Borrower fails to provide within [***] evidence reasonably satisfactory to DFC of its intention and Breakage Costs and (C) ability to restore the actual reasonable costs of Lender in connection with such prepayment Project to its condition prior to the extent occurrence of the Event of Loss or Events of Loss comprising such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelySignificant Loss, the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall prepay the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess amount of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage)Loan, together with interest accrued thereon and all other amounts due under the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.Financing Documents; and (iii) if, other than in relation to any force majeure event reported to DFC in compliance with clauses (a) through (c) of the definition of “Expected Commercial Operation Date,” the Borrower shall make voluntarily ceases to use the REMIC Payment as and to site upon which the extent required hereunder. No Prepayment Premium Project is located in the manner contemplated in the Financing Documents or penalty (including, without limitation, any Default Prepayment Premium) shall be due suspends all or substantially all of its activities in connection with the Project for a period of [***], the Borrower shall prepay the amount of the Loan, together with interest accrued thereon and all other amounts due under the Financing Documents; provided, for the avoidance of doubt, that retooling or the implementation of upgrades shall not be considered a cessation of use of the site or the suspension of activities in connection with the Project. (b) The portion of each mandatory prepayment that is applied to Principal Installments shall be applied pro rata across outstanding Notes and to Principal Installments in the inverse order of maturity. (c) The Borrower shall notify DFC of any mandatory prepayment required to be made pursuant to this Section 2.7(c2.05 (Mandatory Prepayment) at least three (3) Business Days prior to the date of such prepayment, which notice shall be given as soon as [***] the Borrower becomes aware that a prepayment is required to be made. Each such notice shall specify the date of such prepayment and provide the amount of such prepayment. (d) If required under the ECB Guidelines, the Borrower shall as soon as reasonably practicable upon the occurrence of any event set forth in Section 2.05(a) (including, without limitation, Mandatory Prepayment) make all requisite applications in connection with any REMIC Payment). Any prepayment received by Lender pursuant prescribed form to this Section 2.7(cobtain the Consents of the RBI and AD Bank (as applicable) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to timely prepayment of the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountLoan.

Mandatory Prepayment. (ia) On each any date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with after the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent Closing Date such amounts are not received by, or for the account of, Borrower, the following amounts shall be paid to Lender in accordance the form received with Article 7 hereof any endorsement or assignment: (collectively, i) 100% of the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(cfrom the issuance of any Debt (other than Permitted Debt); (ii) hereof in excess 100% of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) firstproceeds from any Insurance Proceeds in respect of any casualty event affecting Collateral; provided that, subject to the Mezzanine Lenderdraw and disbursement requirements below, in an amount equal to so long as there is not then any Potential Default or Default under the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, Borrower shall be permitted to Borrower. (ii) On each date on which Lender actually receives a distribution use applicable Insurance Proceeds to purchase like kind replacement Collateral or repair any such Collateral affected by such casualty event of Net Proceeds relating the same or substantially similar quality so that such Collateral is usable to an Individual Puerto Rico Propertythe same extent as it was usable before suffering such casualty event, and if Lender is not required such proceeds are used or committed to and does not make be used for such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration purchase or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% repair of such Net Collateral within ninety (90) days after the date such proceeds are received; provided, however, that in the event that the amount of any such Insurance Proceeds (but specifically excluding the Casualty in respect of any such casualty event available for any such purchase or repair exceeds $2,500,000, such Insurance Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for and thereafter be provided to Borrower pursuant to draw and disbursement procedures reasonably agreed to by Lender and Borrower following customary practices in the Loan real estate lending market in an interest bearingthe State of Texas; (iii) 100% of all Eminent Domain Proceeds in respect of any Eminent Domain Event affecting Collateral; and (iv)100% of the Net Proceeds from the Disposition of any Collateral (other than proceeds of a Disposition permitted by Section 9.4). The non-cash portion of all Net Proceeds that Lender is entitled to receive under this Section 2.4(a), Eligible Account at an Eligible Institution, shall be pledged to Lender concurrently with such interest accruing to the benefit of Borrower, and applicable Disposition. (b) All prepayments under Section 2.4(a) shall be applied to prepay the outstanding Obligations in the order and manner elected by Lender. (c) Borrower shall provide written notice to Lender of, promptly after Borrower receives notice of or otherwise becomes aware of, any matters regarding any casualty event affecting the Collateral and the receipt or expected receipt of Insurance Proceeds related thereto set forth in Section 2.4(a)(ii) above and shall provide a detailed written account as to the cause of such casualty event, the damage resulting therefrom, the repairs or replacements that will need to be made in respect thereof, the expected time periods with respect thereto, the costs and expenses related thereto, together with such other details and disclosures requested by Lender on the next Monthly Payment Date, with any interest on such funds respect thereto. (Id) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountAll prepayments under this Section 2.4 shall be without premium or penalty.

Mandatory Prepayment. The Borrowers (or, subject to Clause 29.2, each Affected Borrower) shall be obliged to prepay the Relevant Amount: (a) in the case of a sale at any time after the Delivery Date relative to that Ship, on or before the date on which the sale is completed by delivery of that Ship to the buyer; or (b) in the case of a Total Loss, on the earlier of the date falling 180 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss; (c) if any of the following occurs, unless otherwise instructed by the Facility Agent (acting on the instructions of the Lenders): (i) On each without their prior consent and other than as the result of a Dropdown, a change has occurred after the date of this Agreement in the legal ownership of the Intermediate Shareholder or in the legal and beneficial ownership of any of the shares in any Borrower or the ultimate beneficial ownership of the Guarantor or any of them, in the control of the voting rights attaching to any of those shares unless such change results in the ultimate beneficial owners (or their immediate family members including their descendants) of any Borrower, the Intermediate Shareholder or the Guarantor (the identity of which has been disclosed to the Facility Agent in writing on which Lender actually receives the date of this Agreement) owning more shares in the capital of the Guarantor than any other person (save for any passive institutional investor)) and holding executive power in any Borrower, the Intermediate Shareholder or the Guarantor provided that the above shall only apply to the Intermediate Shareholder following a distribution Dropdown; and/or (ii) the ultimate beneficial owners (or their immediate family members including their descendants) of Net Proceeds relating the largest number of common units in the Substitute Guarantor as at the date of this Agreement, whose identities have been disclosed to the Facility Agent in writing on the date of this Agreement, ceases to own more common units in the Substitute Guarantor than any other person (save for any passive institutional investor); and/or (iii) any person or group of persons acting in concert gains directly or indirectly Control of the Guarantor or the Substitute Guarantor, and for the purpose this paragraph “acting in concert” means a group of persons who, pursuant to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration agreement or for disbursement as Rent Loss Proceeds understanding (as applicablewhether formal or informal), actively co-operate, through the acquisition (directly or indirectly) of shares in each casethe Guarantor or the Substitute Guarantor, by any of them, either directly or indirectly, to obtain or consolidate Control of the Guarantor or the Substitute Guarantor; and/or (iv) following a Dropdown, (A) Capital GP LLC has ceased to be the Substitute Guarantor’s general partner or (B) the Guarantor has ceased to hold legal ownership of the common units of Capital GP LLC; and (v) following a Dropdown, the Substitute Guarantor ceases to wholly own or control any of the Affected Borrowers. In this Clause 8.9, “Relevant Amount” means: (a) in accordance with the applicable terms cases of sub-paragraphs (a) and conditions hereof(b), Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate higher of (A) the Net Proceeds up outstanding amount of the Advance which has been used in part-financing the Ship which has become subject to an amount equal any of the events referred to the Minimum Release Price for in such Individual Continental Property, sub-paragraphs and (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment an amount, which after giving credit to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds prepayment required to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (includingClause 8.9, without limitation, results in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing applicable Security Cover Ratio being equal to the benefit minimum Security Cover Ratio; and (b) in the case of Clause 8.9(c), the Loan; and (c) in the case of Clause 8.9(c)(i), the Advance owing by any Affected Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (i) On each the next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of shall receive any Net Proceeds relating to an Individual Continental Property, and if Prepayment that Lender is entitled to apply in accordance with this Section 2.7(b) and not required otherwise make available or deliver to and does not make Borrower pursuant to Section 7.4, Borrower shall prepay or authorize Lender to apply such Net Proceeds available to Borrower for Restoration Prepayment as a prepayment of all or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with a portion of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay outstanding principal balance of the Debt Loan in an amount equal to the aggregate of (A) the Net Proceeds Prepayment up to an amount equal to the Minimum Release Price Amount for such the affected Individual Continental Property, (B) the applicable all Additional Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Amounts paid to or applied by ▇▇▇▇▇▇ as a Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Lender pursuant to clause (C) above and then to the amounts set forth in clauses (A) and (B) simultaneously. Except during the continuance of an Event of Default, any Net Proceeds Prepayment to be applied pursuant to this Section 2.7(c2.7(b) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: Net Liquidation Proceeds After Debt Service and paid to (Ia) first, to in the event the Mezzanine A Loan is outstanding, Mezzanine A Lender, (b) second, in an amount equal to the event the Mezzanine Mandatory Prepayment Amount A Loan has been paid in full and the Mezzanine B Loan is outstanding, Mezzanine B Lender and (as such term is defined c) then, in the event each Mezzanine Loan Documents)has been paid in full, to be applied in accordance with Borrower. During the Mezzanine Loan Documentscontinuance of an Event of Default, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make may apply such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available Prepayment to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt (until paid in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and full) in any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of order or priority as Lender may determine in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunderits sole discretion. No Prepayment Yield Maintenance Premium, Default Yield Maintenance Premium or other premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c2.7(b). The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Lender prior to obtaining a release of the applicable Individual Property. Lender shall provide to Borrower, upon ten (10) days’ prior notice, (includingx) a release of the Individual Property if (I) at any time the Release Amount is reduced to zero, without limitationtogether with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the portion of an Individual Property that is subject to a Condemnation. (ii) As provided in Section 7.4(e) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Lender in accordance with said Section 7.4(e) shall be in the amount of the Release Amount in respect of the applicable Individual Property. No Yield Maintenance Premium, Default Yield Maintenance Premium or other penalty or premium shall be due in connection with any REMIC Paymentsuch Casualty/Condemnation Prepayment. (iii) In connection with any release under this Section 2.7(b). Any prepayment received , in the event that such release would result in an Individual Borrower being an Unencumbered Borrower, such Unencumbered Borrower shall be released by Lender from the obligations of the Loan Documents, except with respect to those obligations and liabilities which expressly survive the repayment of the Loan pursuant to this Section 2.7(c) on any Loan Document and shall no longer be a date other than a Monthly Payment Date shall be held by Lender as collateral security Borrower for the Loan purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, ▇▇▇▇▇▇ agrees to deliver (A) a UCC-3 financing statement termination or amendment releasing ▇▇▇▇▇▇’s security interest in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing the collateral pledged to the benefit of Lender relating to each Unencumbered Borrower, and (B) instruments executed by Lender reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower from its obligations under the Loan Documents. All reasonable costs and expenses incurred by Lender in connection with such release shall be applied paid by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountBorrower.

Mandatory Prepayment. (ia) On each date on which Lender actually receives a distribution Immediately upon receipt by Borrower of any Net Cash Proceeds relating pursuant to an Individual Continental Property, (and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions extent provided in) Section 7.11(a)(ii) hereof, Borrower shallshall use the proceeds of any such assets sales to repay FIRST, such outstanding Loans (other than the Revolving Credit Loan) as Agent shall determine in its sole discretion and, SECOND, to the then outstanding principal amount of the Revolving Credit Loan. Notwithstanding the foregoing, Borrower shall not make a prepayment, with the proceeds of asset sales under Section 7.11(a)(ii), otherwise required pursuant to this Section 2.3(a) to the extent that such prepayment is waived by Agent (at Lender’s optionthe direction or with the consent of the Required Lenders) in writing. Any prepayment with the proceeds of such asset sales pursuant to this Section 2.3(a) shall be accompanied by all accrued and unpaid interest on the principal amount so prepaid; provided that except in connection with a prepayment in full of the Loans, prepay such accrued and unpaid interest in respect of the Debt Series B Term Loan shall be paid in kind in the same manner as provided in Section 2.7(c). Any prepayments of any Loans pursuant to this Section 2.3(a) shall be applied FIRST, to those portions of such Loans that constitute Index Rate Advances, and NEXT, to those portions of such Loans that constitute LIBOR Advances. Notwithstanding the foregoing, if any prepayment of a LIBOR Advance in the manner and at the times provided above would result in any such prepayment occurring prior to the last day of the Interest Period for such Advance, such prepayment shall instead be made on the last day of the Interest Period therefor (unless GE Capital otherwise directs). Borrower shall use reasonable good faith efforts to select Interest Periods in respect of its LIBOR Advances in order to avoid circumstances whereby (or to minimize, to the extent possible, the extent to which) any mandatory prepayments pursuant to this Section 2.3(a) would in the absence of the previous sentence result in a LIBOR Advance being prepaid prior to the last day of the Interest Period with respect thereto. Any prepayments of Revolving Credit Advances pursuant to this Section 2.3(a) shall not be available to be reborrowed, and the Maximum Revolving Credit Loan shall be permanently reduced by an amount equal to the aggregate maximum amount of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs proceeds of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds asset sales available to be applied to reduce Revolving Credit Advances pursuant to this Section 2.7(cclause (a) hereof above (even if all or a portion of such amounts available pursuant to clause (a) above shall not have been applied in excess prepayment of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, Revolving Credit Advances due to the Mezzanine Lender, in an outstanding amount equal of Revolving Credit Advances being less than the amount of such asset sales proceeds available pursuant to the Mezzanine Mandatory Prepayment Amount clause (as such term is defined in the Mezzanine Loan Documentsa) above), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (b) In the event that in the reasonable determination of Agent, (i) Borrower fails to use its best efforts to perform its obligations under the Redemption Agreement and to cause all conditions precedent thereunder of parties other than Borrower to be satisfied, or (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and the closing thereunder does not make occur due to a breach by Borrower under such Net Proceeds (but specifically excluding Redemption Agreement, the Casualty Proceeds Obligations shall be due and any other proceeds payable on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)July 1, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof1997. (iiic) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) prepayment fee shall be due payable in connection with respect of any mandatory prepayment made pursuant to under this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account2.3.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental PropertyIf at any time from and after the Closing Date: (i) the Company or the Borrower merges or consolidates with another Person and the Company or Borrower, and if Lender as the case may be, is not required to the surviving entity and does not control the management of such surviving entity, or (ii) the Company, the Borrower, any of its Affiliates or Consolidated Subsidiaries or the Management Company ceases to provide property management and leasing services to at least 80% of the total number of Projects in which the Borrower has a direct ownership interest (the date any such event shall occur being the "PREPAYMENT DATE"), the Borrower shall prepay the Loans in their entirety as if the Prepayment Date were the Term Loan Maturity Date. The Borrower shall immediately make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance prepayment together with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal interest accrued to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess date of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to prepayment on the Mezzanine Lender, in an principal amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowerprepaid. (ii) On each date on which Lender actually If the Borrower, the Company or any Subsidiary receives a distribution of any Net Offering Proceeds relating to an Individual Puerto Rico Propertyor any Eligible Net Cash Proceeds, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to shall apply 100% of such Net Proceeds (but specifically excluding the Casualty Offering Proceeds and any other proceeds on account Eligible Net Cash Proceeds to the prepayment of the Prior Hurricane Damage)Loans on the date such Net Offering Proceeds or Eligible Net Cash Proceeds are received until such time as the outstanding principal amount of the Loans on such date is less than 60% of the excess, together if any, of (a) the aggregate purchase price of the Acquisition Properties which are Unencumbered over (b) the aggregate book value of the Acquisition Properties that have been sold, transferred or otherwise disposed of by the Borrower and its Subsidiaries since the Closing Date. In connection with the applicable Interest Shortfall and Breakage Costs and prepayment of any Loan prior to the actual reasonable costs maturity thereof, the Borrower shall also pay accrued interest to the date of Lender in connection with such prepayment on the amount prepaid and any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the extent such amounts are not paid to Lender Loans of the Lenders in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunderSection 4.2(b). No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) Any such repayment shall be due in connection with any prepayment made applied first to Base Rate Loans and second to Eurodollar Rate Loans. Amounts prepaid pursuant to this Section 2.7(c4.1(c) (including, without limitation, in connection with may not be reborrowed. Such prepayment shall not affect any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for rights and remedies that the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, Agents and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountLenders may otherwise have hereunder.

Mandatory Prepayment. (i) The Borrower shall immediately prepay the Loans at any time when the aggregate principal amount of all Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the least of (A) the Borrowing Base, (B) the Maximum Amount and (C) the maximum principal amount of senior indebtedness that is permitted to be incurred by the Borrower and its Subsidiaries under the Public Subordinated Debt Indenture, to the full extent of any such excess with such prepayment to be applied to the Loans as directed by the Borrower. The Borrower shall immediately prepay the Revolving A Loans at any time when the aggregate principal amount of all Revolving A Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the lesser of (A) the Revolver A Borrowing Base and (B) the Total Revolving A Commitment, to the full extent of any such excess. The Borrower shall immediately prepay the Revolving B Loans at any time when the aggregate principal amount of all Revolving B Loans exceeds the lesser of (A) the result of (w) the Borrowing Base, minus (x) the outstanding principal amount of the Term Loan, minus (y) the outstanding Revolving A Loans, minus (z) the aggregate Letter of Credit Obligations, and (B) the Total Revolving B Credit Commitment, to the full extent of any such excess. On each date day that any Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base then in effect equals or exceeds the aggregate principal amount of all Loans and Letter of Credit Obligations outstanding on which Lender actually receives a distribution such day. On each day that any Revolving A Loans or Letter of Net Proceeds relating Credit Obligations are outstanding, the Borrower shall hereby be deemed to an Individual Continental Propertyrepresent and warrant to the Agents and the Revolving A Lenders that the Revolver A Borrowing Base then in effect equals or exceeds the aggregate principal amount of all Revolving A Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower has complied with the first sentence or the second sentence of this Section 2.05(c)(i), and if Lender the aggregate Letter of Credit Obligations is not required to and does not make such Net Proceeds available to Borrower for Restoration greater than the then current Borrowing Base or for disbursement as Rent Loss Proceeds (Revolver A Borrowing Base, as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay shall provide cash collateral to the Debt Administrative Agent in an amount equal to 110% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Loans no longer exceeds the then current Borrowing Base or Revolver A Borrowing Base, as applicable. (ii) [Intentionally omitted] (iii) The Borrower shall immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving A Credit Commitment is terminated for any reason. (iv) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. So long as no Event of Default has occurred and is continuing, (A) the Net Proceeds up to an amount equal Borrower shall determine whether such funds are applied to the Minimum Release Price for such Individual Continental Property, Revolving A Loans or the Revolving B Loans and (B) any funds remaining in the applicable Interest Shortfall and Breakage Costs Administrative Agent's Account after payment of the outstanding principal amount of the Revolving Loans shall be, upon request by the Borrower, disbursed by the Administrative Agent into the Disbursement Account. (v) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries other than a Permitted Disposition (except Permitted Dispositions of the type described in clauses (b), (c), (d), (e) and (Cg) of the actual reasonable costs definition of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyPermitted Dispositions), the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall prepay the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess outstanding principal amount of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, Loans in an amount equal to 100% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such term is defined Dispositions during any Fiscal Year $4,000,000. Nothing contained in the Mezzanine this clause (v) shall permit any Loan Documents), Party or any of its Subsidiaries to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowermake a Disposition of any property other than a Permitted Disposition. (iivi) On each date on which Lender actually receives Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness of the type contemplated by clause (iii) of such term (other than the Public Subordinated Debt and Indebtedness referred to in clauses (a), (b), (c), (d), (e), (f) and (h) of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock, the Borrower shall prepay the Loans in an amount equal to 80% of the Net Cash Proceeds received by such Person in connection therewith; provided that any sale or issuance of Capital Stock by the Borrower to its officers, directors or employees shall not trigger a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and mandatory prepayment obligation hereunder so long as such sale or issuance does not make exceed $500,000 during any period of 6 consecutive months. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such Net Proceeds (but specifically excluding issuance, incurrence or sale otherwise prohibited by the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereofof this Agreement. (vii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, Borrower shall, at Lender’s option, the Borrowers shall prepay the Debt outstanding principal of the Loans in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and Extraordinary Receipts, net of any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender expenses incurred in connection with collecting such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofExtraordinary Receipts. (iiiviii) In the event that the aggregate amount of the cash and Permitted Investments of the Loan Parties and their Subsidiaries exceeds, as of the 15th day of each month, $5,000,000, the Borrower shall make on the REMIC Payment as next Business Day prepay the outstanding principal of the Loans in the amount equal to such excess. (ix) Concurrently with the consummation of the Takeout VPP Facility, the Borrower shall prepay the outstanding principal amount of the Revolving B Loans and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Term Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to full and the benefit of Borrower, Total Revolving B Credit Commitment shall thereupon be automatically terminated and the remaining proceeds therefrom shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountRevolving A Loans.

Mandatory Prepayment. (a) So long as any Note remains outstanding, in the event that the Borrower receives any payment from (i) On each date on any Transfer of Purchaser Ordinary Shares or securities of SouFun beneficially owned by the Borrower or (ii) any dividend or other distributions from SouFun or the Purchaser, the Borrower hereby agrees that all proceeds from such payment shall be used to first prepay any outstanding principal amount under such Note. (b) So long as any Note remains outstanding, in the event that the Borrower or any of its Affiliates makes any prepayment under the New Investor Financing, the Lender shall have the right to request the Borrower to prepay a pro rata portion of the outstanding principal amount under such Note. For purposes of this Section 5.3(b), the pro rata portion shall mean a fraction, of which (i) the numerator is the aggregate amount of the pre-payment made by the Borrower or any of its Affiliates under the New Investor Financing and (ii) the denominator is the outstanding principal amount under the New Investor Financing. (c) In connection with any issuance of Securities to a New Investor pursuant to the Overall Private Placements, in the event that such New Investor's Financing Ratio, if applicable, is lower than the Financing Ratio of the Lender, the Borrower shall prepay an amount of the Note(s) so that the Financing Ratio of the Lender actually receives shall be reduced to be equal to such New Investor's Financing Ratio. For purposes of this Section 5.3(c), “Financing Ratio,” with respect to a distribution Person, shall mean a fraction, of Net Proceeds relating to an Individual Continental Propertywhich (i) the numerator is the total subscription price paid by the Founder, the Borrower or any of their respective Affiliates under the Purchaser Subscription Agreement, and if Lender (ii) the denominator is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate amount of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for funds paid by or sourced from such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs Person or any of Lender its Affiliates in connection with such prepayment the Overall Private Placements, including the amount under (i). For the avoidance of doubt, if a New Investor does not extend any loan to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyFounder, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance Borrower or any of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender their respective Affiliates in connection with the Overall Private Placements, such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) New Investor’s Financing Ratio shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountzero.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental PropertyIf for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect, and if Lender is not required to and does not make such Net Proceeds available to the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with shall immediately prepay Revolving Loans and/or Cash Collateralize the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt L/C Obligations in an aggregate amount equal to such excess; provided, however, that the aggregate of (A) Borrower shall not be required to Cash Collateralize the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied L/C Obligations pursuant to this Section 2.7(c2.06(b)(i) hereof unless after the prepayment in full of the Revolving Loans the Total Revolving Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. (ii) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of Excess Cash Flow for the fiscal year covered by such financial statements. (iii) If the Borrower or any of its Subsidiaries Disposes of any properties or assets other than pursuant to a Disposition permitted by Section 7.05, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of the amount of all the Net Cash Proceeds of such Disposition promptly (but in any case within ten (10) Business Days) after receipt thereof by the Borrower or such Subsidiary. The Borrower shall provide the Administrative Agent not less than three (3) Business Days' prior written notice (or one (1) Business Day's prior written notice, in the case of prepayment of any Base Rate Loan) of each such prepayment, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such Disposition. Notwithstanding the application of this Section 2.06(b)(iii) to any Disposition that is not otherwise permitted under this Agreement, nothing in this Section 2.06(b)(iii) shall be deemed to permit any Disposition not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of a Disposition that is not permitted under this Agreement. (iv) Within ten (10) Business Days after each private or public issuance of Equity Interests of the Borrower or any of its Subsidiaries, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom; provided that no prepayment shall be required for the first $100,000 in Net Cash Proceeds in any year received from the exercise of options for Equity Interests of the Borrower or any of its Subsidiaries. The Borrower shall provide the Administrative Agent not less than three (3) Business Days' prior written notice (or one (1) Business Day's prior written notice, in the case of prepayment of any Base Rate Loan) of each such prepayment, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance. Notwithstanding the application of this Section 2.06(b)(iv) to any issuance of Equity Interests that is not otherwise permitted under this Agreement, nothing in this Section 2.06(b)(iv) shall be deemed to permit any issuance of Equity Interests of the Borrower or any Subsidiary not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the issuance of any such Equity Interests that is not permitted under this Agreement. (v) Within ten (10) Business Days after each private or public issuance or incurrence of the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness permitted by Section 7.03), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom. The Borrower shall provide the Administrative Agent not less than three (3) Business Days' prior written notice (or one (1) Business Day's prior written notice, in the case of prepayment of any Base Rate Loan) of each such prepayment, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance or incurrence. Notwithstanding the application of this Section 2.06(b)(v) to any issuance of Indebtedness that is not otherwise permitted under this Agreement, nothing in this Section 2.06(b)(v) shall be deemed to permit any Indebtedness not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the incurrence of Indebtedness that is not permitted under this Agreement. (vi) If any Extraordinary Receipt is received by or paid to or for the account of the Borrower or any of its Subsidiaries and is not otherwise included in clause (iii), (iv) or (v) of this Section 2.06(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of the amount of all the Net Cash Proceeds received therefrom in excess of $750,000 in the Mortgage Mandatory Prepayment Amount aggregate in any fiscal year promptly (but in any case within ten (10) Business Days) after receipt thereof by the Borrower or such Subsidiary. The Borrower shall be applied as follows: provide the Administrative Agent not less than three (I3) first, to the Mezzanine LenderBusiness Days' prior written notice (or one (1) Business Day's prior written notice, in an amount equal the case of prepayment of any Base Rate Loan) of each such prepayment, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such Extraordinary Receipt. Notwithstanding the foregoing, so long as no Default or Event of Default shall then exist or would arise therefrom, the proceeds of any Extraordinary Receipts arising from the proceeds of insurance or condemnation awards with respect to any assets of the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), Borrower or its Subsidiaries shall not be required to be applied in accordance with this Section 2.06(b)(vi) on such date to the Mezzanine Loan Documentsextent that Borrower shall have delivered to the Administrative Agent on or prior to such date a certificate signed by a Responsible Officer that such Net Cash Proceeds are expected to be reinvested in assets to replace or repair the assets subject to such Extraordinary Receipt within 365 days following the date of such Extraordinary Receipt (which certificate shall set forth the estimates of the proceeds to be so expended); provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such 365-day period, and (III) lastly, to Borrowersuch unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.06(b)(vi). (iivii) On each date on In the event that the Net Cash Proceeds from the consummation of the Permitted Sale-Leaseback Transactions exceed $30,000,000, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of the amount by which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make all such Net Cash Proceeds exceeds $30,000,000 promptly (but specifically excluding in any case within ten (10) Business Days) after receipt thereof by the Casualty Proceeds and Borrower or such Subsidiary. The Borrower shall provide the Administrative Agent not less than three (3) Business Days' prior written notice (or one (1) Business Day's prior written notice, in the case of prepayment of any other proceeds on account Base Rate Loan) of each such prepayment, which notice shall include a certificate of a Responsible Officer of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofPermitted Sale-Leaseback Transactions. (iiiviii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any Each prepayment made of Loans pursuant to this Section 2.7(c2.06(b) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event remaining principal repayment installments of Default then existsthe Term Loan Facility on a pro rata basis. (ix) Any prepayment required to be made pursuant to clauses (ii), paid to Borrower (iii), (iv), (v), (vi) and (IIvii) of this Section 2.06(b) shall be required to be made only for so long as there are any Outstanding Amounts under the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountTerm Loan.

Mandatory Prepayment. (a) Upon receipt by Borrower of Net Sales Proceeds or other asset sale proceeds as contemplated pursuant to Section 7.11 hereof, Borrower shall prepay the Loans (other than the Revolving Credit Loan) with such proceeds and, with respect to any Net Sales Proceeds or other asset sale proceeds remaining after such prepayments, Borrower shall prepay the Revolving Credit Loan. Such prepayments shall be applied in the following manner: (i) On each date on which Lender actually receives a distribution FIRST, to the then outstanding principal amount of Net Proceeds relating to an Individual Continental Propertythe remaining Term Loans, in such orders and as among the portions of such Loans as GE Capital shall determine, and if Lender is not required (ii) SECOND to and does the then outstanding principal amount of the Revolving Credit Loan. Notwithstanding the foregoing, Borrower shall not make a prepayment otherwise required pursuant to this Section 2.4(a) with the proceeds of asset sales to the extent that such Net Proceeds prepayment is waived by Agent (at the direction or with the consent of the Required Lenders) in writing. Any prepayments of any Loan pursuant to this Section 2.4(a) shall be applied FIRST, to those portions of such Loan that constitute Index Rate Advances, and NEXT, to those portions of such Loan that constitute LIBOR Advances. Notwithstanding the foregoing, if any prepayment of a LIBOR Advance in the manner and at the times provided above would result in any such prepayment occurring prior to the last day of the Interest Period for such Advance, such prepayment shall instead be made on the last day of the Interest Period therefor (unless the Agent, at the direction or with the consent of the Required Lenders, otherwise directs). Any prepayment of any Loan from the proceeds of asset sales pursuant to this Section 2.4(a) shall be accompanied by all accrued and unpaid interest on the principal amounts so prepaid. Any prepayments of Revolving Credit Advances pursuant to this Section 2.4(a) shall not be available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)be reborrowed, in each case, in accordance with and the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in Maximum Revolving Credit Loan shall be permanently reduced by an amount equal to the aggregate maximum amount of the proceeds of asset sales available to be applied to reduce Revolving Credit Advances pursuant to clause (Aii) the Net Proceeds up above (even if all or a portion of such proceeds of asset sales available pursuant to an amount equal clause (ii) above shall not have been applied in prepayment of Revolving Credit Advances due to the Minimum Release Price for outstanding amount of Revolving Credit Advances being less than the amount of such Individual Continental Propertyproceeds of asset sales available pursuant to clause (ii) above). Borrower shall use reasonable good faith efforts to select Interest Periods in respect of its LIBOR Advances in order to avoid circumstances whereby (or to minimize, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelypossible, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, extent to which) any Net Proceeds to be applied mandatory prepayments pursuant to this Section 2.7(c2.4(a) hereof would result in excess a LIBOR Advance being prepaid prior to the last day of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance Interest Period with the Mezzanine Loan Documents, and (III) lastly, to Borrowerrespect thereto. (iib) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such No prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) fee shall be due payable in connection with respect of any mandatory prepayment made pursuant to under this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account2.4.

Mandatory Prepayment. (a) If at any time the amount equal to the sum of (i) On each date on which Lender actually receives a distribution the outstanding principal amount of Net Proceeds relating to an Individual Continental Propertythe Revolving Credit Advances, and if Lender is not required to and does not make such Net Proceeds available to plus (ii) the Letter of Credit Liabilities exceeds the lesser of (1) the aggregate Revolving Credit Commitments or (2) the Borrowing Base, the Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, shall promptly prepay the Debt outstanding Revolving Credit Advances by the amount of the excess or, if no Revolving Credit Advances are outstanding, the Borrower shall immediately pledge to the Agent cash or Cash Equivalent Investments in an amount equal to the aggregate excess as security for the Obligations. (b) Promptly upon receipt of (A) the Net Cash Proceeds up to an amount equal from any Asset Sale or sale/leaseback transaction with respect to the Minimum Release Price for such Individual Continental PropertyBorrower's or its Subsidiaries' motor vehicles, (B) or receipt of any insurance proceeds with respect to properties or assets of the applicable Interest Shortfall and Breakage Costs and (C) Borrower or any of its Subsidiaries, the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender Borrower shall prepay Advances in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c4.4(f) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an principal amount equal to 100% of the amount by which aggregate Net Cash Proceeds received from such Net Proceeds (but specifically excluding the Casualty Proceeds Asset Sales or insurance proceeds during any twelve month period exceeds $250,000, and any other proceeds on account 100% of the Prior Hurricane Damage), together with amount of Net Cash Proceeds received from any such sale/leaseback transaction. (c) Until the applicable Interest Shortfall and Breakage Costs Term Loan and the actual reasonable costs Energy Capital Subordinated Debt is paid in full, promptly upon receipt of Lender in connection with such prepayment to Net Cash Proceeds from the extent such amounts are not paid to Lender issuance of Institutional Debt or Subordinated Debt (other than the Energy Capital Subordinated Debt) by Borrower or any of its Subsidiaries, the Borrower shall prepay Advances in accordance with Article 7 hereofSection 4.4(f) in a principal amount equal to 100% of the amount by which aggregate Net Cash Proceeds received from such issuances during any twelve month period exceeds $250,000. (d) Promptly upon receipt of Net Cash Proceeds from the issuance of Capital Stock by Borrower or any of its Subsidiaries, the Borrower shall prepay Advances in accordance with Section 4.4(f) in a principal amount equal to 100% of the amount by which aggregate Net Cash Proceeds received from such issuances during any twelve month period exceeds $250,000. (e) Commencing on March 31, 2003 and on each March 31 thereafter, the Borrower shall prepay Advances in accordance with Section 4.4(f) in a principal amount equal to 50% of Excess Cash Flow, if any, for the Fiscal Year ending immediately preceding each such March 31 so long as the Funded Debt to EBITDA Ratio for such Fiscal Year is 2.25 to 1.00 or greater. (f) Any prepayment made under Sections 4.4(a), (b), (c), (d) and (e) shall (i) include accrued interest to the date of such prepayment on the principal amount prepaid, (ii) not be subject to (A) any minimum payment provisions contained in this Agreement or (B) the requirement set forth in Section 5.6 hereof to provide compensation to the Banks if such prepayment results in a LIBOR Advance being paid on a day other than the last day of an Interest Period for such LIBOR Advance, and (iii) Borrower shall make the REMIC Payment as and be applied first, pro rata to the extent required hereunder. No Prepayment Premium or penalty unpaid principal installments of the Term Loan, second, at any time there are no Advances outstanding under the Term Loan, to repay outstanding Revolving Credit Advances (includingbut not to permanently reduce the Revolving Credit Commitment), without limitationand third, at any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant time there are no Advances outstanding under the Revolving Credit Commitment, to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as provide cash collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit outstanding Letter of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountCredit Liabilities.

Mandatory Prepayment. The Borrower's obligations under the Subordinated Debentures and this Agreement are not assumable. Subject to the Subordination Agreement, upon (a) a Change of Control, or (b) the sale or disposition by the Sponsor Group of Equity Interests of Holdings or Intermediate Holdings with a value of $35,000,000 or more in aggregate, each Lender shall have the right (but not the obligation) to require the Borrower to: (i) On each date on which prepay all or any portion of the Subordinated Debentures held by such Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate then outstanding principal balance, all accrued but unpaid interest thereon, plus all PIK Amounts and 50% of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender any Repayment Charge computed in accordance with Article 7 Section 2.06(a), provided that any prepayment under this Section 2.07 that occurs prior to the 18 month anniversary of the date hereof shall be subject to a Repayment Charge equal to 6.0% of any principal prepaid (collectivelyexcluding any PIK Amount); and (ii) pay in full a corresponding portion of the other Obligations owing to such Lender, which amount shall be calculated on the date of prepayment and be payable in cash on such date. On the date of prepayment, the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall pay to the continuance Lenders of an Event of Default, any Net Proceeds to be applied the Subordinated Debentures being prepaid pursuant to this Section 2.7(c) hereof 2.07, the price specified above, by wire transfer of immediately available funds to an account designated by such Lender. Concurrently therewith, each Lender of Subordinated Debentures being prepaid in excess of the Mortgage Mandatory Prepayment Amount full shall be applied as follows: (I) first, deliver to the Mezzanine Lender, Borrower the original copy of its Subordinated Debenture or an affidavit of loss thereof in an amount equal a form that is reasonably satisfactory to the Mezzanine Mandatory Prepayment Amount (as such term is defined in Borrower. Any offer made by the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date 2.07 shall be held by Lender irrevocable so long as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit Change of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountControl occurs.

Mandatory Prepayment. (i) On each date on which Lender actually receives If a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender Term Credit Facility is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with accelerated following the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance occurrence of an Event of Default, any Net Proceeds Borrower shall immediately pay to be applied pursuant Agent, for payment to this Section 2.7(c) hereof each Lender in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) firstaccordance with its respective Pro Rata Share, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Applicable Prepayment Amount (Fee as such term is defined specified in the Mezzanine Loan Documents), to be applied in accordance with Credit Facility Schedule for the Mezzanine Loan DocumentsCredit Facility being prepaid, and (IIIiv) lastlyall other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to Borrower. be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (iiA) On each on the date on which Lender actually any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate for personal property and real property, in respect of assets upon which Agent maintained a distribution Lien, an amount equal to one hundred percent (100%) of Net Proceeds relating such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an Individual Puerto Rico Propertyamount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to $500,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and if Lender is not required (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to and does not make such Net Proceeds (but specifically excluding Agent, for the Casualty Proceeds and any other proceeds ratable benefit of the Lenders, on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofObligations. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, the Borrower merges or consolidates with another Person and if Lender the Borrower is not required to and does not make such Net Proceeds available to the surviving entity, or (ii) the Borrower or any Consolidated Subsidiary or any Minority Holding sells, transfers, assigns or conveys assets, the book value (of the Borrower) of which (computed in accordance with GAAP but without deduction for Restoration or for disbursement as Rent Loss Proceeds (as applicabledepreciation), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of all such sales, transfers, assignments, or conveyances would cause the Capitalization Value immediately after such sale to be less than 75% of the Capitalization Value set forth in the Compliance Certificate delivered pursuant to SECTION 5.1(j); PROVIDED, that for purposes of this clause (ii) only, the phrase "sells, transfers, assigns or conveys" shall not include (A) sales or conveyances among the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental PropertyBorrower and any Consolidated Subsidiaries, (B) the applicable Interest Shortfall and Breakage Costs and mortgages secured by Real Property, or (C) sales or conveyances of Securities in the actual reasonable costs of Lender Borrower or TMC or in newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of Real Property; or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Subsidiaries exceeds 20% of the Capitalization Value (the date any such event in (i), (ii) or (iii) shall occur being the "PREPAYMENT DATE") the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety and return any outstanding Letters of Credit as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall make such prepayment on the Prepayment Date together with interest accrued to the extent such amounts are not paid date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to Lender in accordance with Article 7 hereof (collectivelythe maturity thereof, the “Mortgage Mandatory Prepayment Amount”Borrower shall also pay any applicable expenses pursuant to SECTION 4.2(f). Except during the continuance of an Event of Default, any Net Proceeds to Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 2.7(cSECTION 3.1(d) hereof in excess of the Mortgage Mandatory Prepayment Amount shall may not be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowerreborrowed. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution If at any time the aggregate amount of Net Proceeds relating outstanding Loans (other than Interest Loans) exceeds the Aggregate Commitment then in effect, the Borrower shall prepay, or cause the relevant Borrowing Subsidiaries to an Individual Continental Propertyprepay, and if Lender is not required as the case may be (including without limitation by providing funds to and does not make such Net Proceeds available to Borrower Borrowing Subsidiary for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in such payment) an amount equal to the excess of the aggregate amount of outstanding Loans (Aother than Interest Loans) the Net Proceeds up to an amount equal to the Minimum Release Price for over such Individual Continental PropertyAggregate Commitment, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to be made, together with accrued interest on the extent such amounts are amount prepaid through the date of prepayment, not paid to Lender in accordance with Article 7 hereof more than three Business Days following any date on which the aggregate amount of outstanding Loans (collectively, other than Interest Loans) exceeds the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to BorrowerAggregate Commitment. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) The Borrower shall make prepay, or cause the REMIC Payment relevant Borrowing Subsidiary to prepay, as and to the extent required hereunder. No Prepayment Premium or penalty case may be (including, without limitation, by providing funds to such Borrowing Subsidiary for such payment): (I) until the Tranche D Loan has been repaid in full, an amount equal to the lesser of (A) one hundred percent (100%) of the net cash proceeds from any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) Offering (net of all costs of such Offering including, without limitation, underwriting fees (if any)) and (B) the remaining amount outstanding under the Tranche D Loan, PROVIDED that, (i) with respect to any "Equity Capital Market Transaction" that is not a Refinancing Private Equity Transaction, the Borrower shall not be required to prepay any amount in connection with any REMIC Payment). Any excess of the amount derived from the "Capital Markets Percentage" applicable thereto, and (ii) no prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for required in the Loan case of an Offering constituting an "Agency Capital Market Transaction" (the foregoing terms in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing quotation marks having the respective meanings assigned to them in the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and Common Agreement); and (II) to the extent no Event not applied pursuant to clause (I) above, an amount equal to the Mandatory Prepayment Amount. Any prepayment required to be made pursuant to this Section 3(b)(ii) shall be made, together with accrued interest on the amount prepaid through the date of Default then existsprepayment, but not more than three Business Days following the closing of the Offering generating such proceeds, and shall be applied (A) in the case of a Trigger Period then existsprepayment pursuant to clause (I) above, deposited into to repayment of the Cash Management Account.Tranche D Loan and (B) in the case of a prepayment pursuant to clause (II) above, to the repayment of the Tranche A Loan, the Tranche B Loan and the Tranche C Loan (in that order of priority). For the purposes of this Section 3(b)(ii), the following terms have the following meanings:

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental PropertyDispositions. Immediately upon any Disposition by any Loan ------------ Party or any Restricted Subsidiary, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, Borrowers shall prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess outstanding principal of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the Net Cash Proceeds received by such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and Restricted Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed $500,000 for all such Dispositions since the Effective Date. In addition, immediately upon any Disposition by any Unrestricted Subsidiary of the Parent, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Unrestricted Subsidiary in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Unrestricted Subsidiaries (and not paid to the Agent as a prepayment of the Loans) shall exceed $1,000,000 for all such Dispositions since the Effective Date. (ii) Upon the loss, destruction or taking by condemnation of any Collateral, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of the proceeds received by any Loan Party in connection therewith, net of any reasonable expenses incurred in collecting such net proceeds; provided, that, (i) except during the continuance of a Default or an -------- ---- Event of Default, proceeds from insurance covering loss, destruction or taking of any Collateral shall not be required to be so prepaid on such date to the extent such amounts insurance proceeds are not paid either (A) deposited and remain in a Securities Account or (B) used to Lender replace or restore the properties or assets in accordance with Article 7 hereofrespect of which such proceeds were paid, provided, the Administrative Borrower -------- delivers a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any such properties or assets (which certificate shall set forth estimates of the proceeds to be so expended). (iii) Simultaneously with the receipt by any Borrower shall make of any tax refund or the REMIC Payment as and to the extent required hereunder. No Prepayment Premium proceeds of any judgment, settlement or penalty (including, without limitation, other consideration of any Default Prepayment Premium) shall be due kind in connection with any prepayment made pursuant to this Section 2.7(c) causes of action arising under the Bankruptcy Code or otherwise (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date Avoidance Actions), the Borrower shall be held by Lender as collateral security for prepay the Loan outstanding principal of the Loans in an interest bearingamount equal to 100% of the net proceeds received. (iv) The Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the Borrowing Base, Eligible Account at an Eligible Institution, with such interest accruing to the benefit full extent of Borrowerany such excess. On each day that any Revolving Loans are outstanding, the Borrowers shall hereby be deemed to represent and shall be applied by Lender on warrant to the next Monthly Payment Date, with any interest Agent and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountday.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating Immediately upon any Disposition by any Loan Party or its Subsidiaries pursuant to an Individual Continental Property, and if Lender is Section 7.02(c)(ii) or any other Disposition not required otherwise permitted pursuant to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicableSection 7.02(c), in each case, the Borrowers shall prepay the outstanding principal -45- amount of the Loans in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (ASection 2.05(d) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of the Net Cash Proceeds received by such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender Person in connection with such prepayment Disposition (other than with respect to the extent such amounts are not paid oil and gas land right sale proceeds and/or associated royalties, which shall be applied pursuant to Lender Section 2.05(c)(iii)). Nothing contained in this Section 2.05(c)(i) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Article 7 hereofSection 7.02(c)(ii). (ii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) through (l) of the definition of Permitted Indebtedness), the Borrowers shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(ii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iii) Borrower Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall make prepay the REMIC Payment outstanding principal of the Loans in accordance with Section 2.05(d) an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(i) or Section 2.05(c)(iii), as the case may be, up to (x) $5,000,000 in the aggregate during the term of this Agreement of Net Cash Proceeds from all such Dispositions and (y) up to $5,000,000 in the aggregate in any Fiscal Year of all such Extraordinary Receipts (other than those Extraordinary Receipts described in clause (h) of the definition of Extraordinary Receipts), in each case, shall not be required to be so used to prepay the Obligations to the extent required hereunder. No Prepayment Premium that such Net Cash Proceeds and Extraordinary Receipts are used to replace, repair or penalty restore properties or capital assets used in such Person's business, provided that (includingA) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or Extraordinary Receipts, without limitation(B) the Administrative Borrower delivers a certificate to the Administrative Agent within 30 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds or Extraordinary Receipts shall be used to replace, repair or restore properties or capital assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds or Extraordinary Receipts (which certificate shall set forth estimates of the Net Cash Proceeds or Extraordinary Receipts to be so expended), (C) such Net Cash Proceeds or Extraordinary Receipts are deposited in an account subject to the dominion and control of the Collateral Agent, and (D) upon the earlier of (I) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (II) the occurrence of a Default or an Event of Default, such Net Cash Proceeds or Extraordinary Receipts, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(i) or Section 2.05(c)(iii), as applicable. (v) Notwithstanding anything to the contrary herein, any Default Prepayment Premium) shall be due in connection with Lender may elect, by notice to the Administrative Borrower and the Administrative Agent prior to any prepayment of the Term Loans required to be made by the Borrowers pursuant to this Section 2.7(c2.05(c), to decline all (but not a portion) of its share of such prepayment (includingsuch declined amounts, without limitation, in connection with any REMIC Paymentthe "Declined Proceeds"). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date Declined Proceeds shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing offered to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on Lenders not so declining such funds (I) to prepayment. To the extent that no Trigger Period a non-declining Lender elects to decline its share of such Declined Proceeds and no Event of Default then existsthe other non-declining Lenders do not elect to receive such further declined share, paid to Borrower such remaining Declined Proceeds may be retained by the Borrowers for working capital and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.general corporate purposes

Mandatory Prepayment. (i) On each date on which Lender actually receives Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries other than a distribution Permitted Disposition (except Permitted Dispositions of Net Proceeds relating to an Individual Continental Property, the type described in clauses (b) and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicablec) of the definition of Permitted Dispositions), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, shall prepay the Debt outstanding principal amount of the Term Loan in an amount equal to the aggregate 100% of (A) the Net Cash Proceeds up to an amount equal to the Minimum Release Price for received by such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender Person in connection with such prepayment Disposition to the extent such amounts are that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to Lender the Administrative Agent as a prepayment of the Term Loan) shall exceed for all such Dispositions since the Effective Date $500,000. Nothing contained in accordance with Article 7 hereof this subsection (collectivelyi) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (ii) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), and (f) of the definition of Permitted Indebtedness), the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall prepay the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, Term Loan in an amount equal to 100% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds received by such Person in connection therewith; provided, however, that, notwithstanding the foregoing to the contrary, the Borrower shall not be obligated to prepay the Term Loan from any proceeds of Subordinated Indebtedness which is incurred in connection with a Permitted Acquisition. The provisions of this subsection (as such term is defined in the Mezzanine Loan Documents), ii) shall not be deemed to be applied in accordance with implied consent to any such issuance or incurrence otherwise prohibited by the Mezzanine Loan Documents, terms and (III) lastly, to Borrowerconditions of this Agreement. (iiiii) On each date on which Lender actually receives a distribution Upon the receipt by any Loan Party or any of Net Proceeds relating to an Individual Puerto Rico Propertyits Subsidiaries of any Extraordinary Receipts, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Borrower shall prepay the outstanding principal of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Term Loan in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and Extraordinary Receipts, net of any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender expenses incurred in connection with collecting such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofExtraordinary Receipts. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (i) On each the next occurring Monthly Payment Date following the date on which Lender actually receives a distribution of shall receive any Net Proceeds relating to an Individual Continental Property, and if Prepayment that Lender is entitled to apply in accordance with this Section 2.7(b) and not required otherwise make available or deliver to and does not make Borrower pursuant to Section 7.4, Borrower shall prepay or authorize Lender to apply such Net Proceeds available to Borrower for Restoration Prepayment as a prepayment of all or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with a portion of the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay outstanding principal balance of the Debt Loan in an amount equal to the aggregate of (A) the Net Proceeds Prepayment up to an amount equal to the Minimum Release Price Amount for such the affected Individual Continental Property, (B) the applicable all Additional Interest Shortfall and Breakage Costs (if applicable) and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Amounts paid to or applied by Len▇▇▇ ▇▇ a Mandatory Prepayment Amount shall first be applied to amounts required to be paid by Borrower to Lender pursuant to clause (C) above and then to the amounts set forth in clauses (A) and (B) simultaneously. Except during the continuance of an Event of Default, any Net Proceeds Prepayment to be applied pursuant to this Section 2.7(c2.7(b) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, paid to Borrower. (ii) On each date on which . During the continuance of an Event of Default, Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make may apply such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available Prepayment to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt (until paid in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and full) in any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of order or priority as Lender may determine in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunderits sole discretion. No Prepayment Yield Maintenance Premium, Default Yield Maintenance Premium or other premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c2.7(b). The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Lender prior to obtaining a release of the applicable Individual Property. Lender shall provide to Borrower, upon ten (10) days’ prior notice, (includingx) a release of the Individual Property if (I) at any time the Release Amount is reduced to zero, without limitationtogether with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the portion of an Individual Property that is subject to a Condemnation. (ii) As provided in Section 7.4(e) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Lender in accordance with said Section 7.4(e) shall be in the amount of the Release Amount in respect of the applicable Individual Property. No Yield Maintenance Premium, Default Yield Maintenance Premium or other penalty or premium shall be due in connection with any REMIC Paymentsuch Casualty/Condemnation Prepayment. (iii) In connection with any release under this Section 2.7(b). Any prepayment received , in the event that such release would result in an Individual Borrower being an Unencumbered Borrower, such Unencumbered Borrower shall be released by Lender from the obligations of the Loan Documents, except with respect to those obligations and liabilities which expressly survive the repayment of the Loan pursuant to this Section 2.7(c) on any Loan Document and shall no longer be a date other than a Monthly Payment Date shall be held by Lender as collateral security Borrower for the Loan purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, Len▇▇▇ ▇▇rees to deliver (A) a UCC-3 financing statement termination or amendment releasing Len▇▇▇’▇ security interest in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing the collateral pledged to the benefit of Lender relating to each Unencumbered Borrower, and (B) instruments executed by Lender reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower from its obligations under the Loan Documents. All reasonable costs and expenses incurred by Lender in connection with such release shall be applied paid by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountBorrower.

Mandatory Prepayment. (i) On each date on which Lender actually receives First, any outstanding Advances of a distribution of Net Proceeds relating to an Individual Continental PropertyClass shall be prepaid, and second, if Lender is not required to any Commitments of a Class are outstanding and does not make no Advances of such Net Proceeds available to Borrower for Restoration Class are outstanding on (or for disbursement such Advances of such Class have been prepaid as Rent Loss Proceeds (as applicable)of) the applicable date, the Commitments of such Class shall be reduced, in each case, on a Dollar-for-Dollar basis (with amounts received in accordance non-Dollar currencies to be converted by the Borrower to Dollars for purposes of this calculation based upon foreign exchange rates actually received, in the case of a prepayment (or that would actually be received, in the case of a Commitment reduction) by the Borrower acting in good faith and in a commercially reasonable manner in consultation with the applicable terms and conditions hereofAdministrative Agent) within three Business Days of (in the case of a prepayment of Advances) or on the date of (in the case of a reduction of Commitments) receipt by the Consolidated Group of any Net Cash Proceeds (or in the case of clause (i)(y) below, Borrower shall, at Lender’s option, prepay commitments) referred to in this paragraph (d): (i) (x) from 100.0% of the Net Cash Proceeds actually received by the Consolidated Group from the incurrence of Borrowed Debt in an amount equal to the aggregate of by such entity (excluding (A) the Net Proceeds up to an amount equal to the Minimum Release Price for intercompany debt of such Individual Continental Propertyentities, (B) borrowings under the applicable Interest Shortfall and Breakage Costs and Borrower’s Existing Credit Agreement or any revolving facility in replacement thereof in an amount up to $1,000,000,000, (C) any other ordinary course borrowings under existing working capital or overdraft facilities, (D) issuances of commercial paper and refinancings thereof, (E) purchase money indebtedness incurred in the actual reasonable costs ordinary course of Lender business, (F) indebtedness with respect to capital leases incurred in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof ordinary course of business and (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(cG) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, other Indebtedness in an amount equal not to exceed $500,000,000 in the aggregate) and (y) the aggregate amount of commitments received in respect of the New Term Loan Facility (provided the fully documented conditions to availability and drawing of the New Term Loan Facility are no more restrictive or onerous to the Mezzanine Mandatory Prepayment Amount (as such term is defined in borrower thereunder than the Mezzanine Loan Documentsconditions to availability and drawing the Advances), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.; (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account from 100.0% of the Prior Hurricane DamageNet Cash Proceeds actually received from the issuance of any Equity Interests by the Consolidated Group (other than (A) available issuances pursuant to Borrower for Restoration employee stock plans or for disbursement as Rent Loss Proceeds other benefit or employee incentive arrangements, (as applicable), in each case, in accordance with B) issuances among the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds Consolidated Group or (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender C) issuances in connection with such prepayment the purchase price payable with respect to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.Target Acquisition); and (iii) Borrower from 100.0% of the Net Cash Proceeds actually received by the Consolidated Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among such entities and (B) Asset Sales, the Net Cash Proceeds of which do not exceed $20,000,000 in any single transaction or related series of transactions or $200,000,000 in the aggregate). All mandatory prepayments or Commitment reductions (a) in respect of the issuance of senior notes and/or mandatorily convertible securities and/or hybrid equity or Equity Interests shall make be applied first to Tranche 1 Advances and Tranche 1 Commitments and second to ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇, (▇) in respect of the REMIC Payment as incurrence of New Term Loans shall be applied first to Tranche 2 Advances and Tranche 2 Commitments and second to the extent required hereunder. No Prepayment Premium Tranche 1 Advances and Tranche 1 Commitments, and (c) in respect of other mandatory prepayments or penalty commitment reductions described in this clause (including, without limitation, any Default Prepayment Premiumd) shall be due in connection with any prepayment made pursuant applied ratably to this Section 2.7(cTranche 1 Advances and Tranche 1 Commitments and Tranche 2 Advances and Tranche 2 Commitments. All mandatory prepayments and Commitment reductions will be applied without penalty or premium (except for breakage costs and accrued interest, if any) and will be applied pro rata among the Lenders of the applicable Class of Advances (includingor, without limitationif applicable, in connection with any REMIC PaymentClass of Commitments). Any prepayment Mandatory prepayments of the Advances may not be reborrowed. If the Net Cash Proceeds are received by Lender pursuant to this Section 2.7(c) on a date any Person other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and the Commitments shall only be applied by Lender on reduced (or the next Monthly Payment Date, with any interest on such funds (IAdvances prepaid) to the extent that no Trigger Period such Net Cash Proceeds can be immediately transferred to the Borrower (with such amount net of the costs and no Event of Default then taxes associated therewith); it being understood that if such a restriction on transfer exists, paid upon such restriction ceasing to apply, the Commitments will be immediately reduced or, if applicable, the Advances will be repaid within three Business Days thereof, in the manner set forth above as if such Net Cash Proceeds were received by the Borrower and (II) on the date such restriction ceased to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountexist.

Mandatory Prepayment. (ia) On each date on which Lender actually receives In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a distribution part of Net Proceeds relating to an Individual Continental Unencumbered Asset Pool Property) is sold, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration transferred or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with released from the applicable terms and conditions restrictions of Section 5.11 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds (but specifically excluding sale or transfer, in the Casualty Proceeds event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with this Agreement, in the event of such a sale, transfer or release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any other proceeds cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with this Agreement. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the Prior Hurricane Damage)applicable Banks, together an amount necessary to cause the Unsecured Debt Ratio to be in compliance within ninety (90) days of the date on which the Unsecured Debt Ratio failed to be maintained. Failure by the Borrower to comply with the applicable Interest Shortfall and Breakage Costs and Unsecured Debt Ratio within ninety (90) days of the actual reasonable costs date of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) non-compliance shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.

Mandatory Prepayment. (i) On Subject to the Intercreditor Agreements and satisfaction of the Prepayment Conditions, within ten (10) Business Days after financial statements have been delivered pursuant to Section 7.01(a)(i)(A) (the “ECF Due Date”), but in any event not later than 120 calendar days plus ten (10) Business Days after the end of each Fiscal Year of the Lead Borrower beginning with the Fiscal Year ended December 31, 2026 (the “ECF Trigger Date”), the Borrowers shall prepay an aggregate principal amount of Loans in an amount equal to 25% of Excess Cash Flow for the Fiscal Year covered by such financial statements; provided that such amount shall, at the option of the Lead Borrower, be reduced on a dollar-for dollar basis by the aggregate amount of voluntary principal prepayments (other than prepayments financed with any long-term Indebtedness or any Equity Issuance of the Loans pursuant to Section 2.05(b)), to the extent permitted to be made hereunder and made during such Fiscal Year or, at the option of the Borrower, made during the period following the end of such Fiscal Year and prior to the ECF Due Date (without duplication in the next Fiscal Year). The Borrower shall promptly (and in any event, no later than five (5) Business Days after the ECF Trigger Date) determine whether the Prepayment Conditions will be satisfied on such prepayment date and if the Borrowers determine that, as of the prepayment date, the Prepayment Conditions will not be satisfied, the Borrowers shall deliver a certificate of an Authorized Officer of the Borrowers to the Administrative Agent attaching supporting calculations in respect of the Prepayment Conditions and determining the aggregate principal amount of Loans the Borrowers can prepay in satisfaction of the Prepayment Conditions on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Propertypro forma basis, and if Lender is not required such amount shall be prepaid on the date specified above. (ii) Subject to and does not make such Net Proceeds available to Borrower for Restoration the Intercreditor Agreements, immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions) by any Loan Party or for disbursement as Rent Loss Proceeds (as applicable)its Subsidiaries, in each case, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the applicable terms Net Cash Proceeds received by such Person in connection with such Dispositions to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and conditions hereoftheir Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $500,000 any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). (iii) Subject to the Intercreditor Agreements and solely, Borrower shallwith respect to an Equity Issuance, at Lender’s optionsatisfaction of the Prepayment Conditions, upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrowers shall prepay the Debt outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the Equity and Debt Prepayment Percentage of the Net Cash Proceeds received by such Person in connection therewith. The Borrower shall promptly (and in any event, no later than five (5) Business Days prior to the Equity Issuance) determine whether the Prepayment Conditions will be satisfied on the date of the Equity Issuance and if the Borrowers determine that, as of the date of the Equity Issuance, the Prepayment Conditions will not be satisfied, the Borrowers shall deliver a certificate of an Authorized Officer of the Borrowers to the Administrative Agent attaching supporting calculations in respect of the Prepayment Conditions and determining the aggregate principal amount of Loans the Borrowers can prepay in satisfaction of the Prepayment Conditions on a pro forma basis, and such amount shall be prepaid upon the issuance of such Equity Interests. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (iv) Subject to the Intercreditor Agreements, upon the receipt by any Loan Party or any of its Subsidiaries of (Ai) any Extraordinary Receipts, the Net Proceeds up to an Borrowers shall prepay the outstanding principal amount equal to of the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender Loans in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c2.05(d) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to 100% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds received by such Person in connection therewith and (as such term is defined in ii) any ETI Litigation Extraordinary Receipts, the Mezzanine Loan Documents), to be applied Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 50% of the Mezzanine Loan Documents, and (III) lastly, to BorrowerNet Cash Proceeds received by such Person in connection therewith. (iiv) On each date on which Lender actually receives a distribution of Net Proceeds relating Subject to an Individual Puerto Rico Propertythe Intercreditor Agreements, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding immediately upon receipt by the Casualty Proceeds and any other proceeds on account Borrowers of the Prior Hurricane Damage) available proceeds of any Permitted Cure Equity pursuant to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable)Section 9.02, in each case, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Section 2.05(d) in an amount equal to 100% of such proceeds. (vi) Subject to the Intercreditor Agreements, notwithstanding the foregoing, with respect to Net Cash Proceeds (but specifically excluding the Casualty Proceeds and received by any other proceeds on account Loan Party or any of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender its Subsidiaries in connection with such prepayment a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made Obligations pursuant to this Section 2.7(c2.05(c)(ii) or Section 2.05(c)(iv), as the case may be, up to (includingx) with respect to Net Cash Proceeds from all such Dispositions, without limitation$5,000,000 in the aggregate in any Fiscal Year and (y) with respect to Net Cash Proceeds from all such Extraordinary Receipts, $20,000,000 in the aggregate in any Fiscal Year shall, in connection with any REMIC Payment). Any prepayment received by Lender pursuant each case, not be required to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for so used to prepay the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided, that, (A) no Trigger Period and no Default or Event of Default then existshas occurred and is continuing on the date such Person receives such Net Cash Proceeds, paid to (B) the Administrative Borrower and (II) delivers a certificate to the extent Administrative Agent within 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended and state that no Default or Event of Default then existshas occurred and is continuing on the date such Person receives such Net Cash Proceeds), but (C) such Net Cash Proceeds are deposited in an account subject to a Trigger Period then existsControl Agreement, deposited into and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Management AccountProceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv) as applicable.

Mandatory Prepayment. (ia) On each date on which Lender actually receives In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a distribution part of Net Proceeds relating to an Individual Continental Unencumbered Asset Pool Property) is sold, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration transferred or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with released from the applicable terms and conditions restrictions of Section 5.11 hereof, the Borrower shall, at Lender’s optionsimultaneously with such sale, transfer or release, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to 100% of the net proceeds of such Net Proceeds sale or transfer, in the event of a sale or transfer, or such lesser amount as shall be required for the Borrower to remain in compliance with the financial covenants set forth in Section 5.8, in the event of such a sale, transfer or release. Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility (but specifically excluding if any) as directed by the Casualty Proceeds Borrower; provided, however, that if Borrower fails to give such direction, such prepayments shall first be applied to the Revolving Credit Facility, and then to the Term Loan Facility (if any) if such prepayment amounts are needed for the Borrower to remain in compliance with the financial covenants set forth in Section 5.8. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.10(a), provided that the exchanged property has qualified as a New Acquisition and any other proceeds cash “boot” associated therewith shall be applied to prepayment of the Loans or such lesser amount of such cash “boot” as shall be required for the Borrower to remain in compliance with the financial covenants set forth in Section 5.8. Sale of an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of a Unencumbered Asset Pool Property) in violation of this Section 2.10 shall constitute an Event of Default. (b) In the event that the Unsecured Debt Ratio is not maintained as of the last day of a calendar quarter, either (i) the Borrower will add a Real Property Asset to the Unencumbered Asset Pool Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Unsecured Debt Ratio shall be recalculated to include such Real Property Asset as though the same had been an Unencumbered Asset Pool Property for the entire applicable period) would result in compliance with the Unsecured Debt Ratio, or (ii) the Borrower shall prepay to the Administrative Agent, for the account of the Prior Hurricane Damage)applicable Banks, together with an amount necessary to cause the applicable Interest Shortfall and Breakage Costs and Unsecured Debt Ratio to be in compliance within ninety (90) days of the actual reasonable costs of Lender in connection with such prepayment date on which the Unsecured Debt Ratio failed to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunderbe maintained. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and Such prepayments shall be applied to either the Revolving Credit Facility or the Term Loan Facility (if any) as directed by Lender on the next Monthly Payment DateBorrower; provided, with any interest on however, that if Borrower fails to give such funds (I) direction, such prepayments shall first be applied to the extent that no Trigger Period Revolving Credit Facility, and no then to the Term Loan Facility (if any) if such prepayment amounts are needed for the Borrower to remain in compliance with the financial covenants set forth in Section 5.8. Failure by the Borrower to comply with the Unsecured Debt Ratio within ninety (90) days of the date of such non-compliance shall be an Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountDefault.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to The Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, will immediately prepay the Debt outstanding principal amount of the Term Loan in the event that the Revolving Loan Obligations become due and payable or the Revolving Commitments are terminated or the Revolving Loan Agreement is terminated. (ii) Upon any Disposition by the Borrower or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Term Loan in an amount equal to the aggregate 100% of (A) the Net Cash Proceeds up to an amount equal to the Minimum Release Price for received by such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender Person in connection with such prepayment Disposition to the extent such amounts are that the aggregate amount of Net Cash Proceeds received by the Borrower and its Subsidiaries (and not paid to Lender the Agent as a prepayment of the Term Loan) shall not have been applied to repay or redeem the Mortgage Notes. Nothing contained in accordance with Article 7 hereof this Subsection 2.05(c)(ii) shall permit the Borrower or any of its Subsidiaries to make a Disposition of any property that is not otherwise permitted hereunder. (collectivelyiii) Upon the issuance or incurrence by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness described in Section 6.02(d)(ii)), or the sale or issuance by the Borrower or any of its Subsidiaries of any shares of its Capital Stock (other than to the Borrower), the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall prepay the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess outstanding amount of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, Term Loan in an amount equal to 100% of the Mezzanine Mandatory Prepayment Amount (as Net Cash Proceeds received by such term is defined Person in the Mezzanine Loan Documents), connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be applied in accordance with implied consent to any such issuance, incurrence or sale that is not otherwise permitted by the Mezzanine Loan Documents, terms and (III) lastly, to Borrowerconditions of this Agreement. (iiiv) On each date on which Lender actually receives a distribution Upon the receipt by the Borrower or any of Net Proceeds relating to its Subsidiaries of any Extraordinary Receipt in an Individual Puerto Rico Propertyamount in excess of $100,000, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Borrower shall prepay the outstanding principal of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Term Loan in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and Extraordinary Receipt, net of any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender expenses incurred in connection with collecting such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofExtraordinary Receipt. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution of Net Proceeds relating Immediately upon any Disposition by Borrower or its Subsidiaries pursuant to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicableSection 7.02(c), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, shall prepay the Debt outstanding principal amount of the Loan in an amount equal to the aggregate 100% of (A) the Net Cash Proceeds up to an amount equal to the Minimum Release Price for received by such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender Person in connection with such prepayment Disposition. Nothing contained in this subsection (i) shall permit Borrower or any of its Subsidiaries to the extent such amounts are not paid to Lender make a Disposition of any property other than in accordance with Article 7 hereof Section 7.02(c). (collectivelyii) Upon the sale or issuance by Borrower or any of its Subsidiaries of any shares of its Capital Stock other than the Excluded Issuances, the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall prepay the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess outstanding amount of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, Loan in an amount equal to 100% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (as such term is defined in the Mezzanine Loan Documents), ii) shall not be deemed to be applied in accordance with implied consent to any such issuance, incurrence or sale otherwise prohibited by the Mezzanine Loan Documents, terms and (III) lastly, to Borrowerconditions of this Agreement. (iiiii) On each date on which Lender actually receives a distribution Upon the receipt by Borrower or any of Net Proceeds relating to an Individual Puerto Rico Propertyits Subsidiaries of any Extraordinary Receipts, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Borrower shall prepay the outstanding principal of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loan in an amount equal to 100% of such Net Proceeds Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (but specifically excluding iv) Notwithstanding the Casualty Proceeds and foregoing, in connection with a receipt by Borrower or any other of its Subsidiaries of insurance proceeds on account constituting Extraordinary Receipts pursuant to Section 2.05(c)(iii), up to $2,500,000, in the aggregate in any Fiscal Year, in each case, such proceeds shall not be required to be applied to the prepayment of the Prior Hurricane DamageLoan on such date to the extent such proceeds are used to replace, repair or restore the properties or assets subject to the casualty event; provided that (x) no Default or Event of Default has occurred and is continuing on the date such Person receives such proceeds or on the date such proceeds are to be released to the Loan Parties pursuant to this paragraph, (y) the Borrower delivers a certificate to the Agent within 30 days after the date of such loss, destruction or taking, stating that such proceeds shall be used to replace, repair or restore any such properties or assets subject to the casualty event, within a period specified in such certificate not to exceed 120 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended), together and (z) the Agent is notified in writing that such proceeds will be delivered to the Agent and such proceeds are deposited in an account subject to the sole dominion of the Agent until such time as such proceeds are used to replace, repair or restore the properties or assets subject to the casualty event. If all or any portion of such proceeds not so applied to the prepayment of the Loan are not used in accordance with the applicable Interest Shortfall and Breakage Costs and preceding sentence within the actual reasonable costs period specified in the relevant certificate furnished pursuant hereto, such remaining portion shall be applied to the Loan in accordance with Section 2.05(c)(iii), on the last day of Lender such specified period. (v) Immediately upon the sale by Borrower or any of its Subsidiaries of any ▇▇▇▇▇▇ D8.2 wind turbine nacelles, the Borrower shall prepay the outstanding principal amount of the Loan as follows: (A) if the Net Turbine Nacelle Sales Proceeds are less than or equal to $1,000,000 per unit, such prepayment shall be in an amount equal to 100% of the Net Turbine Nacelle Sales Proceeds received by such Person in connection with such Disposition; or (B) if the Net Turbine Nacelle Sales Proceeds are greater than $1,000,000 per unit, such prepayment shall be in an amount equal to 25% of the extent Net Turbine Nacelle Sales Proceeds received by such amounts are not paid to Lender Person in accordance connection with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereundersuch Disposition in excess of $1,000,000 per unit. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment PremiumThe Borrower’s prepayment obligation under this Section 2.05(c)(v) shall be due in connection with any prepayment made pursuant and payable on a pro rata basis relative to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment the amount of the proceeds actually received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing Party relative to the benefit projected receipts from such sale transaction. The Loan Parties shall not ship any ▇▇▇▇▇▇ D8.2 wind turbine nacelles or related D8.2 turbine towers or blade sets without having received at least 90% of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, aggregate purchase price therefor already paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountin cash.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution [intentionally omitted]. (ii) The Borrower will immediately prepay the outstanding principal amount of Net Proceeds relating the Term Loans in the event that the Foothill Loan Agreement is terminated for any reason; provided, however, that if the Indebtedness under the Foothill Loan Agreement is refinanced by another lender or lenders, this clause (ii) shall not require the immediate prepayment of the outstanding amount of the Term Loans so long as (i) such refinancing is pursuant to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereofthat are satisfactory to the Agents, such determination of satisfaction not to be unreasonably withheld or delayed, (ii) such refinancing is pursuant to terms that are not less favorable to the Loan Parties and the Lenders than the terms of the Indebtedness owed to Foothill, (iii) such lender or lenders providing such refinancing Indebtedness (or an agent on behalf thereof) enters into an intercreditor agreement with Collateral Agent substantially in the form of Exhibit I-2, (iv) after giving effect to such refinancing, the amount of such refinancing Indebtedness is not greater than the Maximum Priority First Lien Loan Amount, and (v) concurrent with the execution and delivery of the loan documents relative to such refinancing, the Loan Parties execute and deliver an acknowledgement that this clause (ii) shall thereafter be applicable with respect to the refinancing Indebtedness. (iii) [intentionally omitted]. (iv) [intentionally omitted]. (v) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries (other than a Permitted Disposition of the type described in clauses (a), (d), (e) and (f) of the definition of Permitted Dispositions), the Borrower shall, at Lender’s option, shall prepay the Debt outstanding principal amount of the Loans in an amount equal to (a) 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (Aand not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $500,000 for all such Dispositions in any Fiscal Year, minus (b) the amount of such Net Cash Proceeds up applied to an the repayment of the Foothill Indebtedness (such repayment to effect a permanent repayment of such Indebtedness (with a commensurate and permanent reduction of the commitments thereunder), except in any case where the prepayment results from the sale or other disposition of a Loan Party or a division of a Loan Party and such sale includes Accounts or Inventory of such Loan Party, in which case a portion of the prepaid amount equal to the Minimum Release Price for book value of the Accounts and Inventory included in such Individual Continental Property, sale or other disposition shall be paid against the revolving credit facilities included in the Foothill Loan Agreement (Bwithout effecting a permanent repayment thereof and without effecting a reduction in the commitments thereunder) with the applicable Interest Shortfall balance of the amount prepaid effecting a permanent repayment of the Foothill Indebtedness (with a commensurate and Breakage Costs permanent reduction of the commitments thereunder). Nothing contained in this clause (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) — (s) of the definition of Permitted Indebtedness) or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (exclusive of the Qualified Issuance and (C) exclusive of amounts received by the actual reasonable costs Loan Parties pursuant to the exercise of Lender in connection with such prepayment stock options issued to employees of the Loan Parties pursuant to a stock option plan approved by the Board of Directors of the Borrower and only to the extent such amounts are that the Net Cash Proceeds received therefrom do not paid to Lender in accordance with Article 7 hereof (collectivelyexceed $2,000,000 during any 12 month period), the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall prepay the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, Loans in an amount equal to (a) 100% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds received by such Person in connection therewith, minus (as b) the amount of such term is defined Net Cash Proceeds applied to the permanent repayment of the Foothill Indebtedness (including, in the Mezzanine Loan Documentscase of amounts applied to revolving credit facilities, a permanent reduction in the commitments thereunder), . The provisions of this subsection (vi) shall not be deemed to be applied in accordance with implied consent to any such issuance, incurrence or sale otherwise prohibited by the Mezzanine Loan Documents, terms and (III) lastly, to Borrowerconditions of this Agreement. (iivii) On each date on which Lender actually receives a distribution Upon the receipt by any Loan Party or any of Net Proceeds relating to an Individual Puerto Rico Propertyits Subsidiaries of any Extraordinary Receipts, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account Borrower shall prepay the outstanding principal of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt Loans in an amount equal to (a) 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, minus (b) the amount of such Net Cash Proceeds (but specifically excluding applied to the Casualty Proceeds and any other proceeds on account permanent repayment of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty Foothill Indebtedness (including, without limitationin the case of amounts applied to revolving credit facilities, any Default Prepayment Premium) shall be due a permanent reduction in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Paymentthe commitments thereunder). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (i) The Borrower will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess. On each date day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on which Lender actually receives a distribution such day. If at any time after the Borrower has complied with the first sentence of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicablethis Section 2.05(c)(i), in each casethe aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay shall provide cash collateral to the Debt Administrative Agent in an amount equal to 110% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (Aii) [Intentionally omitted] (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Net Proceeds up Administrative Agent’s Account, to an the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. (iv) In the event that the aggregate amount of the cash and Permitted Investments of the Loan Parties and their Subsidiaries (excluding cash or Permitted Investments that is pledged to secure Permitted Indebtedness or other obligations of the Borrower or its Subsidiaries not prohibited under this Agreement) exceeds at any time $250,000, the Borrower shall immediately prepay the outstanding principal of the Revolving Loans in the amount equal to such excess. (v) Immediately upon receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries other than a Permitted Disposition (other than a Permitted Disposition of the Minimum Release Price for such Individual Continental Propertytype described in clauses (b), (Bc) the applicable Interest Shortfall and Breakage Costs and (Ci) of the actual reasonable costs definition of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyPermitted Dispositions), the “Mortgage Mandatory Prepayment Amount”). Except during Borrower shall prepay the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess outstanding principal amount of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, Loans in an amount equal to 100% of the Mezzanine Mandatory Prepayment Amount Net Cash Proceeds received by such Person in connection with such Disposition; provided that so long as no Event of Default has occurred and is continuing, the foregoing prepayment obligation shall only apply to the extent that the amount of such Net Cash Proceeds received by the Loan Parties and their Subsidiaries plus amounts received by the Loan Parties and their Subsidiaries under subsections (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, vi) and (IIIvii) lastly, of this Section 2.05(c) exceed $3,500,000 during any Fiscal Year. Nothing contained in this clause (v) shall permit any Loan Party or any of its Subsidiaries to Borrowermake a Disposition of any property other than a Permitted Disposition. (iivi) On each date on which Lender actually receives Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a) through (i), inclusive, of the definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock, other than pursuant to a distribution plan of reorganization that is acceptable to the Lenders, the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds relating received by such Person in connection therewith; provided that so long as no Event of Default has occurred and is continuing, the foregoing prepayment obligation shall only apply to an Individual Puerto Rico Property, and if Lender is not required to and does not make the extent that the amount of such Net Cash Proceeds received by the Loan Parties and their Subsidiaries plus amounts received by the Loan Parties and their Subsidiaries under subsections (but specifically excluding v) and (vii) of this Section 2.05(c) exceed $3,500,000 during any Fiscal Year. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereofof this Agreement. (vii) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall, at Lender’s option, shall prepay the Debt outstanding principal of the Loans in an amount equal to 100% of such Net Proceeds (but specifically excluding Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts; provided that so long as no Event of Default has occurred and is continuing, the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such foregoing prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower obligation shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) only apply to the extent that no Trigger Period the amount of such Extraordinary Receipts received by the Loan Parties and no Event of Default then exists, paid to Borrower their Subsidiaries plus amounts received by the Loan Parties and their Subsidiaries under subsections (v) and (IIvi) to of this Section 2.05(c) exceed $3,500,000 during any Fiscal Year. (viii) Without limiting any other provision of this Agreement or any other Loan Document permitting or requiring prepayment of the extent no Event of Default then existsLoans in full or part, but a Trigger Period then exists, deposited into the Cash Management AccountBorrower shall prepay the Loans in full without premium or penalty on the 45th day following the Entry Date in the event the Final Bankruptcy Court Order shall not have been entered on or before such date.

Mandatory Prepayment. (ia) On each Borrower shall not Transfer the Mortgaged Property or any part thereof or interest therein or permit the Mortgaged Property or any part thereof or interest therein to be the subject of a Transfer, unless the Capital Event Proceeds (and, if necessary, any contributions from the principals of the Borrower necessary to make the payments required hereunder) are deposited in the Collection Account and such Capital Event Proceeds (and contributions, if applicable) are applied on the date of deposit in the Collection Account to repay the Indebtedness in full (including (1) all accrued interest on which Lender actually receives a distribution of Net Proceeds relating the Principal Indebtedness to an Individual Continental Propertybut excluding the next succeeding Payment Date, (2) the Yield Maintenance Amount, if any, and (3) other amounts then due under the Loan Documents). Notwithstanding, the foregoing, Borrower may Transfer the Mortgaged Property subject to the Loan Agreement, the Mortgage and the other Loan Documents, provided (1) if Lender is a securitization of the Note by the Agent has not required occurred, Borrower obtains the prior written approval of the Agent with respect to and does not make such Net Proceeds available to Borrower for Restoration the purchaser in its reasonable discretion or for disbursement as Rent Loss Proceeds (as applicable)if a securitization of the Note by the Agent has occurred, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay rating agencies have confirmed that such Transfer shall not adversely affect the Debt in an amount equal to the aggregate rating of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender any securities issued in connection with such prepayment to transaction and (2) Borrower delivers an assumption of the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyNote, this Agreement and the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds Loan Documents and pays or causes to be applied pursuant to this Section 2.7(cpaid an assumption fee of one percent (1%) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, outstanding Principal Indebtedness and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution all of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual Agent's reasonable costs of Lender expenses incurred in connection with such prepayment Transfer. (b) Except as otherwise provided in Section 2.12(f) in the event Loss Proceeds are required to be made available for restoration pursuant to this Agreement and excluding Loss Proceeds which Borrower is obligated to turn over to tenants or other third persons pursuant to applicable law, in the event of a casualty or a Taking of the Mortgaged Property, in whole or in part, Borrower shall cause all such Loss Proceeds otherwise payable with respect to the extent such amounts are not paid Mortgaged Property to Lender be deposited directly into the Collection Account in accordance with Article 7 hereofSection 2.12(a)(iii) and prior to the next succeeding Payment Date may request in writing that Collateral Agent apply such Loss Proceeds to make a voluntary prepayment pursuant to Section 2.6 on any Business Day. If the Borrower shall not have elected to make the voluntary prepayment as described in the preceding sentence, on the Payment Date occurring immediately following the Collection Period during which such Loss Proceeds were received, such Loss Proceeds shall be applied solely to make the payments required pursuant to item (y) of clause first of Section 2.12(b) of this Agreement. (iiic) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium Upon payment or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for of the Loan in an interest bearingfull, Eligible Account at an Eligible Institution, with such interest accruing Borrower shall pay to the benefit of BorrowerLenders, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) in addition to the extent that no Trigger Period amounts specified in Section 2.6, Section 2.7 and no Event of Default Section 2.12, as applicable, all other amounts then exists, paid to Borrower due and (II) payable to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into Lenders pursuant to the Cash Management AccountLoan Documents.

Mandatory Prepayment. (i) On each date If the Borrower receives any cash proceeds of the Zohar I Collateral, then on which or before the second (2nd) Business Day after receipt of such proceeds the Borrower shall deliver such cash proceeds to the Lender actually receives a distribution of Net Proceeds relating for deposit into the Collection Account and on the first Interest Payment Date thereafter, the Lender shall (A) use all such cash proceeds to an Individual Continental Propertypay accrued but unpaid interest on the Applicable Tranche, including any PIK Principal, and if (B) prepay the outstanding principal of the Applicable Tranche (including any Make-Whole Premium) with any remaining proceeds; provided that any such cash proceeds received by the Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be applied in accordance with clauses (A) and (B) hereof on the applicable terms Interest Payment Date after such Interest Payment Date. (ii) If the Borrower receives any cash proceeds of the ▇▇▇▇▇ ▇▇ Collateral, then on or before the second (2nd) Business Day after receipt of such proceeds the Borrower shall deliver such cash proceeds to the Lender for deposit into the Collection Account and conditions hereofon the first Interest Payment Date thereafter, the Lender shall (A) use the ▇▇▇▇▇ ▇▇ Prepayment Percentage of such cash proceeds (the “▇▇▇▇▇ ▇▇ Prepayment Proceeds”) to (x) first, pay accrued but unpaid interest on the Applicable Tranche, including any PIK Principal, and (y) second, prepay the outstanding principal of the Applicable Tranche (including any Make-Whole Premium) with any remaining ▇▇▇▇▇ ▇▇ Prepayment Proceeds; and (B) pay the Borrower cash in the amount of the MBIA Corp. Percentage of such cash proceeds. Any cash proceeds described in this clause (c)(ii) that are received by the Lender after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be applied in accordance with clauses (A) and (B) hereof on the Interest Payment Date after such Interest Payment Date. (iii) If, on the last day of any fiscal quarter of the Borrower, beginning with the fiscal quarter ending June 30, 2019 (x) the Borrower’s Available Liquidity exceeds $100,000,000 and (y) the Borrower’s Statutory Surplus exceeds $250,000,000, the Borrower shall, at Lender’s optionfollowing the submission of its statutory financial statement for such quarter to NYDFS, prepay promptly seek approval or non-disapproval from NYDFS (“NYDFS Approval”) to make a prepayment under this Section 2.04(c)(iii) and, on or before the Debt second (2nd) Business Day after (A) receipt of NYDFS Approval or (B) if no notice of disapproval is received from NYDFS, 30 days (or such longer time period as may be (i) reasonably necessary to respond to requests from NYDFS for additional information or documents in connection with such request for approval or (ii) requested by NYDFS in reviewing such request for approval) after the Borrower requested approval from NYDFS, the Borrower shall deliver cash in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal Cash Sweep Amount to the Minimum Release Price Lender for such Individual Continental Propertydeposit into the Collection Account and, (B) on the applicable first Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectivelyPayment date thereafter, the “Mortgage Mandatory Prepayment Lender shall apply such cash to (AA) accrued but unpaid interest on the Applicable Tranche, including any PIK Principal, and then (BB) prepay the outstanding principal of the Applicable Tranche (including any Make-Whole Premium) with the remaining Cash Sweep Amount”). Except during In the continuance event the NYDFS objects to or otherwise prevents any portion of an Event of Default, any Net Proceeds to be applied pursuant to the payments described in this Section 2.7(c) hereof in excess 2.04(c)(iii), the Borrower shall, subject to NYDFS Approval to make such payment, pay all approved portions of the Mortgage Mandatory Prepayment Cash Sweep Amount, as provided for herein. Any portion of the Cash Sweep Amount that is received by the Lender after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, clauses (AA) and (IIIBB) lastly, to Borrower. (ii) On each date hereof on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with after such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Interest Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (ia) On each If a portion of the Property is damaged or destroyed, and such damage or destruction would otherwise result in an abatement of all or a portion of the Base Rental Payments as provided in Section 3.06 hereof, and the City elects, pursuant to Section 5.01 hereof, to apply legally available funds to the prepayment of Base Rental Payments pursuant to this subsection rather than repairing or replacing the portion of the Property so damaged or destroyed, then, such legally available funds of the City, shall be applied to the prepayment of the principal components of the Base Rental Payments, at a prepayment price equal to the amount of the principal components so prepaid, plus the interest components related thereto accrued to the date of such prepayment, together with a premium equal to 2% of the amount of the principal components so prepaid. Such legally available funds shall be applied to such prepayment on the Base Rental Payment Date first occurring after the date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Propertythe City gave, and if Lender is not or was required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each casegive, in accordance with the applicable terms and conditions subsection (a) of Section 5.01 hereof, Borrower shall, at Lender’s option, prepay written notice to the Debt Corporation of such election by the City. Such legally available funds shall be applied to such prepayment of each principal component of the Base Rental Payments in an amount equal to the aggregate amount by which such principal component would be abated as a result of such damage or destruction pursuant to Section 3.06 hereof. (Ab) If Net Condemnation Proceeds are received by the City and, pursuant to subsection (b) of Section 5.01 hereof, such Net Condemnation Proceeds up are required to an amount be applied to the prepayment of Base Rental Payments, such Net Condemnation Proceeds shall be applied to the prepayment of the principal components of the Base Rental Payments, at a prepayment price equal to the Minimum Release Price for such Individual Continental Propertyamount of the principal components so prepaid, (B) plus the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment interest components related thereto accrued to the extent date of such amounts are not paid prepayment, together with a premium equal to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess 2% of the Mortgage Mandatory Prepayment Amount amount of the principal components so prepaid. Such Net Condemnation Proceeds shall be applied as follows: (I) first, to such prepayment on the Mezzanine Lender, in an amount equal to Base Rental Payment Date first occurring after the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Propertythe City gave, and if Lender is not or was required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each casegive, in accordance with the applicable terms and conditions subsection (b) of Section 5.01 hereof, Borrower shall, at Lender’s option, prepay written notice to the Debt in an amount equal to 100% Corporation of the receipt of such Net Condemnation Proceeds. Such Net Condemnation Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on to such prepayment of each principal component of the next Monthly Payment Date, with any interest on such funds (I) Base Rental Payments in proportion to the extent that no Trigger Period and no Event amount by which such principal component is abated as a result of Default then exists, paid such condemnation pursuant to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountSection 3.06 hereof.

Mandatory Prepayment. (a) The Borrowers shall be required to prepay the Loans: (i) On each date on which Lender actually receives a distribution within three (3) Business Days of Net Proceeds relating to an Individual Continental Propertyreceipt by any Borrower of any Project Document Termination Payments, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate such Project Document Termination Payments; (ii) within three (3) Business Days of (A) the Net Proceeds up to receipt by any Borrower of any Condemnation Proceeds, an amount equal to such Condemnation Proceeds; (iii) within three (3) Business Days of receipt by any Borrower of any Insurance Proceeds, an amount equal to such Insurance Proceeds; (iv) within three (3) Business Days of receipt by any Borrower of any Net Cash Proceeds (not constituting Insurance Proceeds or Condemnation Proceeds) of any Disposition (including the Minimum Release Price sale of all or substantially all the assets of the Debtors) an amount equal to such Net Cash Proceeds; and (v) within one (1) Business Day of receipt of the Net Cash Proceeds derived from the following occurrence, if at any time prior to the repayment in full of all Obligations, including subsequent to the confirmation of any reorganization plan, any of the Debtors, any trustee, any examiner with enlarged powers or any responsible officer subsequently appointed, shall incur Indebtedness in violation of the terms of the Interim Order, the Final Order or this Agreement. (b) All prepayments under this Section 3.08 shall be made by the Borrowers to the Administrative Agent for the account of the Lenders and shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment and by any additional amounts required to be paid under Section 4.05 (Funding Losses). (c) Amounts of principal prepaid under this Section 3.08 shall be allocated by the Administrative Agent first, to the payment of all costs, fees, expenses and indemnities then due and payable to the Senior Secured Parties, including fees and expenses of attorneys and Consultants reimbursable hereunder; second, to the payment of all accrued and unpaid interest then due and payable on the Revolving Loans pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts on the date of such Individual Continental Propertyprepayment; third, to the payment of principal of Revolving Loans pro rata among the Lenders (Bother than any Defaulting Lender) based on their respective outstanding principal amounts on the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs date of Lender in connection with such prepayment and a corresponding reduction in the Revolving Loan Commitments; fourth, to the extent payment of all accrued and unpaid interest then due and payable on the Revolving Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment; fifth, to the payment of principal of Revolving Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts are not paid on the date of such prepayment; sixth, to Lender the payment of all accrued and unpaid interest then due and payable on the Roll Up Loans pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts on the date of such prepayment; seventh, to the payment of principal of the Roll Up Loans pro rata among the Lenders (other than any Defaulting Lender) based on their respective outstanding principal amounts on the date of such prepayment and a corresponding reduction in accordance with Article 7 hereof the Roll Up Loan Commitments; eighth, to the payment of all accrued and unpaid interest then due and payable on the Roll Up Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment; and ninth, to the payment of principal of the Roll Up Loans pro rata among the Defaulting Lenders based on their respective outstanding principal amounts on the date of such prepayment. (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied d) Amounts prepaid pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall 3.08 may not be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrowerreborrowed. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Propertythe Company, the Partnership or GGP, Inc. merges or consolidates with another Person and if Lender the Company, the Partnership or GGP, Inc., as applicable, is not required the surviving entity (provided that nothing herein or in any other Loan Document shall prohibit a merger between the Company and the Partnership, regardless of which entity is the surviving entity, so long as contemporaneously with such merger the surviving Borrower shall assume the non-surviving Borrower's obligations under the Loan Documents pursuant to documentation in form and does not make such Net Proceeds available substance reasonably satisfactory to the Requisite Lenders), or (ii) the Borrower or any Consolidated Subsidiary or any Minority Holding sells, transfers, assigns, conveys or suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for Restoration or for disbursement as Rent Loss Proceeds (as applicabledepreciation), in each casethe aggregate of all such sales, in accordance with transfers, assignments, foreclosures or conveyances exceeds twenty percent (20%) of the applicable terms and conditions hereofthen Capitalization Value, Borrower shall, at Lender’s option, prepay or (iii) the Debt in an amount equal portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Subsidiaries exceeds twenty-five percent (A25%) of the then Capitalization Value, or (iv) the Net Proceeds up Management Company ceases to provide property management and leasing services to at least seventy-five percent (75%) of the total number of Real Properties in which the Borrower has an amount equal ownership interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the "PREPAYMENT DATE"), the Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the Minimum Release Price for date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to SECTION 5.2(f). Each such Individual Continental prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this SECTION 4.1(d) may not be reborrowed. As used in this SECTION 4.1(d) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) sales or conveyances among Borrower and any Consolidated Subsidiaries, or (ii) mortgages secured by Real Property, or (Biii) sales or conveyances of Securities representing interests in or obligations of the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender Borrower or Subsidiaries or Minority Holdings in connection with such prepayment to the extent such amounts are not paid to Lender acquisition of interests in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Real Property, or (iv) sales or conveyances of non-mall assets of Price Development Company, Limited Partnership and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofits Subsidiaries. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

Mandatory Prepayment. (i) On each date on which Lender actually receives a distribution Upon the consummation of Net Proceeds relating the Loan Refinancing prior to an Individual Continental Propertythe Maturity Date for the Bridge Notes, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, Borrowers shall prepay the Debt Loan in an amount equal to the aggregate then outstanding principal amount of the Loan together with accrued interest to the date of such prepayment on the principal amount prepaid and all fees, expenses and other payments due to the Lenders under the Loan Documents (Athe "Refinancing Amount"). If the Loan Refinancing is consummated prior to the consummation of the Merger, any cash then held in the Securities Account and delivered to the Administrative Agent in accordance with the Securities Account Agreement shall thereupon be applied toward such prepayment of the Loan. (ii) In the event that the Merger shall not have been consummated in accordance with the terms set forth in Section 3.02(a) on or prior to the Exchange Date, any cash in the Securities Account which is delivered to the Administrative Agent in accordance with the Securities Account Agreement shall thereupon be applied to prepay the Loan, and the Borrowers shall pay all accrued and unpaid interest on the principal amount of the Loan so prepaid to the date of such prepayment and all fees, expenses and other payments due and payable to the holders of the Notes under the Loan Documents on such date. (iii) Upon receipt by the Parent or any of its Subsidiaries prior to the Maturity Date for the Bridge Notes of the Net Proceeds up to an amount equal to from the Minimum Release Price for such Individual Continental Property, issuance or incurrence by the Parent or any of its Subsidiaries of any Indebtedness (Bother than Indebtedness issued or incurred as permitted by Section 5.02(b)) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount Borrowers shall be applied as follows: (I) first, to the Mezzanine Lender, prepay outstanding Notes in an amount equal to the Mezzanine Mandatory Prepayment Amount lesser of (as A) 100% of the aggregate principal amount of all Notes outstanding on the date of such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, prepayment and (IIIB) lastlythe amount of such Net Proceeds, in either case plus all accrued and unpaid interest on the principal amount of the Notes so prepaid to Borrowerthe date of such prepayment and all fees, expenses and other payments due and payable to the holders of the Notes under the Loan Documents on such date. (iiiv) On each date on which Lender actually receives a distribution Upon receipt by the Parent or any of its Subsidiaries prior to the Maturity Date for the Bridge Notes of the Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make from the issuance or sale by the Parent or any of its Subsidiaries of any Equity Interests of any such Net Proceeds (but specifically excluding Person or from any capital contribution received by the Casualty Proceeds and Parent from any other proceeds on account Person or received by any Subsidiary of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicableParent from any Person other than the Parent in a transaction permitted by Section 5.02(f), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, Borrowers shall prepay the Debt outstanding Notes in an amount equal to the lesser of (A) 100% of the aggregate principal amount of all Notes outstanding on the date of such prepayment and (B) the amount of such Net Proceeds (but specifically excluding Proceeds, in either case plus all accrued and unpaid interest on the Casualty Proceeds and any other proceeds on account principal amount of the Prior Hurricane DamageNotes so prepaid to the date of such prepayment and all fees, expenses and other payments due and payable to the holders of the Notes under the Loan Documents on such date. (v) Upon receipt by the Parent or any of its Subsidiaries prior to the Maturity Date for the Bridge Notes of the Net Proceeds from any Asset Sale (other than Asset Sales permitted under clauses (iii) through (vi) of Section 5.02(c)), together with the applicable Interest Shortfall and Breakage Costs and Borrowers shall prepay outstanding Notes in an amount equal to the actual reasonable costs lesser of Lender in connection with (A) 100% of the aggregate principal amount of all Notes outstanding on the date of such prepayment and (B) the amount of such Net Proceeds. (vi) Nothing contained in this Section 2.05(b) shall affect any of the Borrowers' Obligations under Section 5.02 or permit the Parent or any of its Subsidiaries to the extent such amounts are not paid issue or incur Indebtedness, issue or sell any Equity Interests or to Lender sell any Property other than in accordance with Article 7 hereof. Section 5.02. Prepayments described in paragraphs (iiii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty through (including, without limitation, any Default Prepayment Premiumv) of this Section 2.05(b) shall be due allocated among all the Notes at the time outstanding in connection with any prepayment made pursuant to this Section 2.7(c) (includingproportion, without limitationas nearly as practicable, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountunpaid principal amounts thereof not theretofore called for prepayment or redemption.

Mandatory Prepayment. (i) On each date on which Lender actually receives First, any outstanding Advances of a distribution of Net Proceeds relating to an Individual Continental PropertyClass shall be prepaid, and second, if Lender is not required to any Commitments of a Class are outstanding and does not make no Advances of such Net Proceeds available to Borrower for Restoration Class are outstanding on (or for disbursement such Advances of such Class have been prepaid as Rent Loss Proceeds (as applicable)of) the applicable date, the Commitments of such Class shall be reduced, in each case, on a Sterling-for-Sterling basis (with amounts received in accordance non-Sterling currencies to be converted by the Borrower to Sterling for purposes of this calculation based upon foreign exchange rates actually received, in the case of a prepayment (or that would actually be received, in the case of a Commitment reduction) by the Borrower acting in good faith and in a commercially reasonable manner in consultation with the applicable terms Administrative Agent) within three Business Days of (in the case of a prepayment of Advances) or on the date of (in the case of a reduction of Commitments) receipt by the Consolidated Group of any Net Cash Proceeds (or in the case of clause (i)(y) below, commitments) referred to in this paragraph (d): (i) (x) from 100.0% of the Net Cash Proceeds actually received by the Consolidated Group from the incurrence of Borrowed Debt by such entity (excluding (A) intercompany debt of such entities, (B) borrowings under AbbVie’s Existing Credit Agreement or any revolving facility in replacement thereof in an amount up to $4,000,000,000, (C) any other ordinary course borrowings under existing working capital or overdraft facilities, (D) issuances of commercial paper and conditions hereofrefinancings thereof, Borrower shall(E) purchase money indebtedness incurred in the ordinary course of business, at Lender’s option(F) indebtedness with respect to capital leases incurred in the ordinary course of business, prepay the (G) other Debt in an amount equal not to exceed $4,000,000,000 in the aggregate to the extent the Net Cash Proceeds of such indebtedness are utilized to refinance AbbVie’s Existing Public Notes and (H) other Debt in an amount not to exceed $3,000,000,000 in the aggregate) and (y) the aggregate amount of commitments received in respect of the New Term Loan Facility (provided the fully documented conditions to availability and drawing of the New Term Loan Facility are no more restrictive to the borrower thereunder than the conditions to availability and drawing the Advances); (ii) from 100.0% of the Net Cash Proceeds actually received from the issuance of any Equity Interests by the Consolidated Group (other than (A) the Net Proceeds up issuances pursuant to an amount equal to the Minimum Release Price for such Individual Continental Propertyemployee stock plans or other benefit or employee incentive arrangements, (B) issuances among the applicable Interest Shortfall and Breakage Costs and Consolidated Group or (C) the actual reasonable costs of Lender issuances in connection with such prepayment the purchase price payable with respect to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”Acquisitions). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.; and (iii) Borrower from 100.0% of the Net Cash Proceeds actually received by the Consolidated Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among such entities and (B) Asset Sales, the Net Cash Proceeds of which do not exceed $20,000,000 in any single transaction or related series of transactions or $250,000,000 in the aggregate). All mandatory prepayments or Commitment reductions (a) in respect of the issuance of senior notes and/or mandatorily convertible securities and/or hybrid equity or Equity Interests shall make be applied first to Tranche 1 Advances and Tranche 1 Commitments, second to Tranche 2 Advances and Tranche 2 Commitments and third to ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇, (▇) in respect of the REMIC Payment as incurrence of New Term Loans shall be applied first to Tranche 2 Advances and Tranche 2 Commitments, second to the extent required hereunder. No Prepayment Premium Tranche 1 Advances and Tranche 1 Commitments and third to Tranche 3 Advances and Tranche 3 Commitments, and (c) in respect of other mandatory prepayments or penalty commitment reductions described in this clause (including, without limitation, any Default Prepayment Premiumd) shall be due in connection with any prepayment made pursuant applied first ratably to this Section 2.7(cTranche 1 Advances and Tranche 1 Commitments and Tranche 2 Advances and Tranche 2 Commitments and second to Tranche 3 Advances and Tranche 3 Commitments. All mandatory prepayments and Commitment reductions will be applied without penalty or premium (except for breakage costs and accrued interest, if any) and will be applied pro rata among the Lenders of the applicable Class of Advances (includingor, without limitationif applicable, in connection with any REMIC PaymentClass of Commitments). Any prepayment Mandatory prepayments of the Advances may not be reborrowed. If the Net Cash Proceeds are received by Lender pursuant to this Section 2.7(c) on a date any Person other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and the Bridge Commitments shall only be applied by Lender on reduced (or the next Monthly Payment Date, with any interest on such funds (IAdvances prepaid) to the extent that no Trigger Period such Net Cash Proceeds can be immediately transferred to the Borrower (with such amount net of the costs and no Event of Default then taxes associated therewith); it being understood that if such a restriction on transfer exists, paid upon such restriction ceasing to apply, the Commitments will be immediately reduced or, if applicable, the Advances will be repaid within three Business Days thereof, in the manner set forth above as if such Net Cash Proceeds were received by the Borrower and (II) on the date such restriction ceased to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Accountexist.

Mandatory Prepayment. (i) On each date In the event of a Qualifying Transaction occurring after the First LMA Closing Date, Bank shall be entitled to request that Borrower prepay, on which Lender actually receives account of the outstanding principal amount of 2013 Term Loan Advances (plus all interest accrued thereon), an amount equal to fifty percent (50.0%) of the Qualifying Proceeds in connection with such Qualifying Transaction. Borrower shall give Bank prior written notice of the Qualifying Transaction or of the potential occurrence of a distribution Qualifying Transaction (it being understood that such notice shall not constitute any assurance that the potential Qualifying Transaction will in fact occur and Borrower shall not be deemed to be in default of Net Proceeds relating to an Individual Continental Property, and if Lender is this Agreement should such potential Qualifying Transaction not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicableoccur), in each caseany event, in accordance with no later than the applicable terms and conditions hereof, date of Borrower’s receipt of any portion of such Qualifying Proceeds. Borrower shall, within five (5) Business Days if requested by Bank by notice to Borrower given within sixty (60) days of Bank’s receipt of the above-referenced notice from Borrower, make such prepayment. For the sake of clarity, if, from time to time, Borrower receives an additional portion from such Qualifying Proceeds, then the above notice requirement and other provisions apply equally to such additional Qualifying Proceeds. (ii) In the event that, after the First LMA Closing Date, Borrower makes a distribution to all of its shareholders (by way of dividend or otherwise) (without limiting any provisions of this Agreement, including, without limitation, Section 7.6, provided however that no such distribution shall be made unless and until Borrower receives notice from Bank as provided below (or Bank fails to give such notice within the fourteen (14) day period for Bank to give notice as provided below)), whether with respect to Qualifying Proceeds or otherwise, Borrower shall notify Bank thereof simultaneously with its notice to the public declaring the distribution (and in any case, at Lenderleast fourteen (14) days prior to the date of the proposed distribution), and Borrower shall, simultaneously with the making of the distribution if requested by Bank by notice to Borrower given within fourteen (14) days of Bank’s optionreceipt of the above-referenced notice from Borrower, prepay repay the Debt outstanding principal amount of 2013 Term Loan Advances (plus all interest accrued thereon) in an amount equal to the aggregate of one hundred percent (A100.0%) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofdistribution. (iii) In the event of an early prepayment whether at the request of Bank pursuant to Section 2.1.2(f)(i) above or at the request of Borrower pursuant to Section 2.1.2(d) above (the amount of principal and interest actually repaid in each such event, the “Early Prepayment Amount”), then Borrower shall be entitled to make a distribution to its shareholders in the REMIC Payment as and aggregate amount up to the extent Early Prepayment Amount without the obligation to make any payment to Bank pursuant to Section 2.1.2(f)(ii) above (for the avoidance of doubt, Borrower would still be required hereunder. No Prepayment Premium or penalty to give Bank notice of such distribution in accordance with Section 2.1.2(f)(ii)). (includingiv) Notwithstanding the aforesaid, without limitation, in no event shall any Default Prepayment Premiumamount repaid by Borrower to Bank pursuant to the mandatory prepayment under this Section 2.1.2(f) exceed the then existing outstanding principal amount of 2013 Term Loan Advances (plus all interest accrued thereon).” 5 The Loan Agreement shall be due amended by deleting the following text, appearing in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.2.2 thereof:

Mandatory Prepayment. (i) On each date on which Lender actually receives So long as any Revolving A Loan is outstanding or the Bank shall have any Revolving A Commitment hereunder, the Borrowers will, unless the Bank shall otherwise consent in writing, maintain as collateral security for the Revolving A Loans, accrued interest thereon and the other related Obligations, Triarc Collateral with an Adjusted Triarc Collateral Value in excess of the unpaid principal balance of the Revolving A Loans and accrued interest thereon. If at any time the Bank determines that the aggregate principal amount of the outstanding Revolving A Loans equals or exceeds an amount equal to the Revolving A Margin Call Percentage of the Triarc Collateral Value, the Borrowers will, upon five (5) days' written notice from the Bank, either (A) prepay the Revolving A Loans by an amount sufficient such that, after such prepayment, the aggregate principal amount of the outstanding Revolving A Loans does not exceed the amount equal to the Revolving A Advance Percentage of the Triarc Collateral Value or (B) provide for a distribution of Net Proceeds relating grant to an Individual Continental Propertythe Collateral Agent, as collateral security for the Revolving A Loans, accrued interest thereon and the other related Obligations, a perfected, first priority security interest in, and if Lender lien on, additional collateral that is in such amounts and having such market values, liquidity, volatility, marketability and other characteristics as the Bank may in its sole discretion determine to be acceptable and sufficient to cause, after the grant of such additional security interest, the aggregate principal amount of the outstanding Revolving A Loans and accrued interest thereon not required to exceed the amount equal to the sum of (I) the Revolving A Advance Percentage of the then current Triarc Collateral Value, plus (II) the loan value assigned by the Bank (in its sole discretion) to any other Collateral provided to the Collateral Agent pursuant to clause (B) above (and does not make in connection with such Net Proceeds available grant, the Borrowers will execute and deliver such agreements, instruments, legal opinions and other documents as the Bank may reasonably request). Without limiting the generality of the foregoing, it is hereby understood and agreed that the Bank shall have no obligation whatsoever to Borrower for Restoration accept additional shares of Triarc stock as collateral, whether to satisfy any obligation of the Borrowers that may arise under this Section 2.1(d) or for disbursement as Rent Loss Proceeds otherwise. (as applicable)ii) If on any date (A) the sum of the aggregate principal amount of outstanding Revolving A Loans exceeds (B) the amount of the Revolving A Commitment, in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, Borrowers shall immediately prepay the Debt Revolving A Loans in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofexcess. (iii) If the shares of the Triarc Class A Common Stock shall cease to be listed on the New York Stock Exchange or the American Stock Exchange or included for trading on the NASDAQ Stock Market/National Market System (a "Delisting Event"), the Bank may at any time upon obtaining knowledge of the occurrence (or future occurrence) of such event decrease the Revolving A Advance Percentage and the Revolving A Margin Call Percentage (in either case, to such percentage as the Bank may in its sole and absolute discretion determine). The decrease of the Revolving A Advance Percentage shall be effective on the later to occur of (i) one Business Day after the Bank gives either Borrower notice of such decrease, or (ii) any Delisting Event, and the decrease in the Revolving A Margin Call Percentage shall make be effective on the REMIC Payment as and later to occur of (i) 20 Business Days after the Bank gives either Borrower notice of such decrease or (ii) any Delisting Event. (iv) Each prepayment shall be accompanied by the payment of accrued interest to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any date of such prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, amount prepaid and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) subject to the extent that no Trigger Period and no Event provisions of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management AccountSection 2.10.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, the Borrower merges or consolidates with another Person and if Lender the Borrower is not required to and does not make such Net Proceeds available to the surviving entity, or (ii) the Borrower or any Consolidated Subsidiary or any Minority Holding sells, transfers, assigns or conveys assets, the book value (of the Borrower) of which (computed in accordance with GAAP but without deduction for Restoration or for disbursement as Rent Loss Proceeds (as applicabledepreciation), in each casethe aggregate of all such sales, transfers, assignments, foreclosures or conveyances would cause the Capitalization Value immediately after such sale to be less than 75% of the Capitalization Value set forth in accordance with the applicable terms and conditions hereofCompliance Certificate delivered pursuant to Section 5.1(j), Borrower shall, at Lender’s option, prepay or (iii) the Debt in an amount equal portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Closing Date) of the Borrower and its Consolidated Subsidiaries exceeds 15% of the then Capitalization Value, or (Aiv) the Net Proceeds up Borrower and its Affiliates cease to an amount equal provide property management and leasing services to Real Properties to which 75% of the Capitalization Value is attributable (the date any such event shall occur being the "Prepayment Date"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety and return any outstanding Letters of Credit as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the Minimum Release Price for such Individual Continental Property, (B) date of the applicable Interest Shortfall and Breakage Costs and (C) prepayment on the actual reasonable costs of Lender in principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 4.2(f) . Each such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “Mortgage Mandatory Prepayment Amount”). Except during the continuance of an Event of Default, any Net Proceeds to shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 2.7(c3.1(d) hereof may not be reborrowed. As used in excess of this Section 3.1(d) only, the Mortgage Mandatory Prepayment Amount phrase "sells, transfers, assigns or conveys" shall be applied as follows: not include (Ii) firstsales or conveyances among the Borrower and any Consolidated Subsidiaries, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower. (ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico mortgages secured by Real Property, and if Lender is not required to and does not make such Net Proceeds or (but specifically excluding iii) sales or conveyances of Securities in the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), TMC or in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender newly-formed Subsidiaries or Minority Holdings in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereofacquisition of Real Property. (iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.