Common use of Mandatory Prepayments and Commitment Reductions Clause in Contracts

Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount; provided, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment in full of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effect. (b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the L/C Obligations as set forth in Section 2.25(b). (c) The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.

Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount; provided, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment in full of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effect. (b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the L/C Obligations as set forth in Section 2.25(b). (c) The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.

Mandatory Prepayments and Commitment Reductions. Mandatory repayments of Term Loans (aand after all Term Loans have been repaid, mandatory reductions to the commitments under the Revolving Credit Facility except with respect to clause (iv) If for below) shall be required in an amount equal to (i) 100% of the net cash proceeds from any reason issuance or incurrence of funded debt by the Total Borrower or any of its subsidiaries, subject to customary exceptions to be agreed upon, (ii) 100% of the net cash proceeds from equity issuances and capital contributions, subject to customary exceptions to be agreed upon, (iii) 100% of the net sale proceeds from asset sales by the Borrower or any of its subsidiaries, subject to customary exceptions to be agreed upon, (iv) 75% of annual excess cash flow (to be defined to the satisfaction of BTCo) and (v) 100% of insurance and condemnation proceeds, with certain reinvestment rights to be agreed upon. Mandatory repayments of the Term Loans shall be applied to reduce the then remaining scheduled amortizations of the Term Loans on pro rata basis. In addition, (x) Revolving Extensions Loans shall be required to be prepaid (and Letters of Credit cash collateralized) if at any time exceed the Total aggregate principal amount thereof exceeds either the total Revolving Commitments then Credit Facility commitments or the Borrowing Base, in effect, the Borrower shall immediately prepay Loans each case with such prepayment (and/or Cash Collateralize the L/C Obligations cash collateralization) to be in an amount not less than the applicable Minimum Collateral Amount multiplied by equal to such excess amount; providedand (y) unless the Required Lenders otherwise agree, however, that, subject to Section 2.24(a), the Borrower all Loans shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment be repaid in full and all commitments in respect of the Loans, Total Revolving Extensions Credit Facilities shall terminate upon the occurrence of Credit exceed the Total Revolving Commitments then in effect. (b) If on any date a Trigger Event has occurred and is continuing, "change of control" of the Borrower shall prepay Loans and Cash Collateralize (to be defined to the L/C Obligations as set forth in Section 2.25(bsatisfaction of BTCo). (c) The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Lenders shall otherwise agree, if any Extraordinary Receipt shall be received, or Indebtedness is incurred, except for Indebtedness permitted by Section 6.3, by any reason Group Member, then on the Total Revolving Extensions date of Credit at any time exceed the Total Revolving Commitments then in effectsuch issuance or incurrence, the Borrower Loans and the Additional Notes shall immediately prepay Loans and/or Cash Collateralize be prepaid and the L/C Obligations in Commitments shall be reduced by an amount equal to the amount of the Net Cash Proceeds of such receipt or incurrence, as set forth in Section 2.5(c). The provisions of this Section do not less than constitute a consent to the applicable Minimum Collateral Amount multiplied issuance of any equity securities by such excess amount; provided, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations any entity whose equity securities are pledged pursuant to this Section 2.9(a) unless after the prepayment in full Orders, or a consent to the incurrence of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effectany Indebtedness by any Group Member. (b) If Unless the Required Lenders shall otherwise agree, if on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event except for (i) the sale of inventory in the ordinary course of business and (ii) proceeds that are subject to a Trigger Event has occurred and is continuingprior lien or that are required to be paid to the holder of a prior lien, other than a Primed Lien, then on the date of receipt by such Group Member of such Net Cash Proceeds, the Borrower shall prepay Loans and the Additional Notes shall be prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net Cash Collateralize the L/C Obligations Proceeds, as set forth in Section 2.25(b2.5(c). The provisions of this Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.4. (c) The application of any prepayment Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.9 shall be madeapplied, (i) first, to ABR pay accrued and unpaid interest on, and expenses in respect of, the Loans andand the Additional Notes, (ii) second, to Eurodollar repay the Loans. Each prepayment , (iii) third, to the permanent reduction of any unused portion of the Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.and

Mandatory Prepayments and Commitment Reductions. (a) If for on any reason date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, and the Total Revolving Extensions Consolidated Leverage Ratio of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower for the most recently ended four fiscal quarters is greater than 2.50 to 1.00, then, unless a Reinvestment Notice shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations be delivered in respect thereof, an amount not less than equal to 50% of such Net Cash Proceeds shall be applied on such date to the applicable Minimum Collateral Amount multiplied by such excess amountprepayment of the Term Loans as set forth in Section 2.9(b); provided, however, provided that, subject notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to Section 2.24(a), the Borrower Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall not be required applied to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment in full of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then Term Loans as set forth in effectSection 2.9(b). (b) If on any date a Trigger Event has occurred and is continuing, Amounts to be applied in connection with prepayments made pursuant to this Section 2.9 shall be applied to the Borrower shall prepay prepayment of the Term Loans and Cash Collateralize the L/C Obligations as set forth in accordance with Section 2.25(b2.15(b). (c) . The application of any prepayment pursuant to this Section 2.9 shall be made, first, made on a pro rata basis to the then outstanding Term Loans being repaid irrespective of whether such outstanding Term Loans are ABR Loans and, second, to or Eurodollar Loans. Each prepayment of the Loans under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.

Mandatory Prepayments and Commitment Reductions. (ai) If for any reason the Total Revolving Extensions of Credit at any time exceed the Total outstanding balance of the Revolving Commitments then in effectLoan exceeds the lesser of (A) the Maximum Amount and (B) the Revolving Credit Availability, the Borrower shall immediately prepay Loans and/or Cash Collateralize repay the L/C Obligations in an amount not less than outstanding Revolving Credit Advances to the applicable Minimum Collateral Amount multiplied by extent required to eliminate such excess. If any such excess amount; provided, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless remains after the prepayment repayment in full of the Loansaggregate outstanding Revolving Credit Advances, Total Revolving Extensions Borrower shall provide cash collateral for the Letter of Credit exceed Obligations in the Total Revolving Commitments then manner set forth in effectAnnex B to the extent required to eliminate such excess. (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition (including condemnation proceeds, but excluding proceeds of asset dispositions permitted by Section 6.8(a) or (b) If on any date a Trigger Event has occurred and is continuing)), the Borrower shall prepay the Loans in an amount equal to the amount by which all such proceeds, net of (1) commissions and Cash Collateralize other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (2) transfer taxes, (3) amounts payable to holders of senior Liens (to the L/C Obligations extent such Liens constitute Permitted Encumbrances hereunder), if any, and (4) an appropriate reserve for income taxes in accordance with GAAP in connection therewith, exceeds $1,500,000 in any Fiscal Year; provided that such prepayments shall be made in increments of $100,000 only (any amount not paid as set forth in a result of this requirement shall be accumulated and paid when the aggregate amount of such accumulation shall meet the required prepayment increment). For the purposes of this Section 2.25(b1.3(b)(ii)(A). (c) The application , the Credit Parties shall not be deemed to have received proceeds of any prepayment disposition permitted pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 6.8(c) or (except in the case of Revolving Loans that are ABR Loans and Swingline Loansd) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that ifsuch proceeds are redeployed to replace the asset disposed of in the manner and within the time period provided in such sections. To the extent that such proceeds are not so redeployed within such time period, such proceeds shall be deemed received by the Credit Parties upon the expiration of such period. Any such prepayment shall be applied in accordance with clause (c) below. (iii) If any Credit Party issues Stock or any Indebtedness, other than stock or Indebtedness issued as a part of the consideration for a Permitted Acquisition and other than Indebtedness permitted pursuant to Section 6.3, then no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Revolving Loan in an amount equal to all such repaymentproceeds, any Loan Party would have insufficient funds net of underwriting discounts and commissions and other reasonable costs paid to make a REIT Distributionnon-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with clause (c) below. (iv) Notwithstanding anything else in this Agreement to the contrary, all Obligations shall be due and payable, and all Letters of Credit (or standby guarantees therefor) shall be cancelled or returned or cash collateralized in accordance with Annex B, on the Commitment Termination Date.

Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount; provided, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment in full of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effect. (b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the L/C Obligations as set forth in Section 2.25(b).[Reserved] (c) The application of any prepayment pursuant to this Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.

Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit at any time exceed exceeds the lesser of (x) the Total Revolving Commitments then in effecteffect and (y) the Maximum Permitted Outstanding Amount, the Borrower shall immediately immediately, prepay the applicable Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount not less than the applicable Minimum Collateral Amount multiplied by equal to such excess amount; provided, however, that, subject excess. (b) [Reserved] (c) [Reserved] (d) If any Indebtedness shall be incurred pursuant to Section 2.24(a7.2(h), an amount equal to 100% of the Borrower Net Cash Proceeds thereof shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after immediately applied toward the prepayment in full of the Loans. (e) Any reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then in effect. outstanding is less than the amount of such excess (b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the because L/C Obligations as set forth constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, cash collateralize on or prior to the date of such reduction (in the manner described in Section 2.25(b). (c3.9) or replace outstanding Letters of Credit. The application of any prepayment pursuant to Section 2.9 2.6 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Loans under Section 2.9 2.6 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.

Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount; provided, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment in full of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effect. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Trigger Event has occurred and is continuingReinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the Borrower shall prepay prepayment of the Loans and Cash Collateralize the L/C Obligations as set forth in Section 2.25(b2.5(b); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(b). (cb) The application of any prepayment pursuant to Section 2.9 2.5 shall be made, first, to ABR Base Rate Loans and, second, to Eurodollar Loans. Prepayments pursuant to Section 2.5 shall be applied pro rata against the remaining scheduled installments due in respect of the Loans under Section 2.3. Each prepayment of the Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) 2.5 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidprepaid and shall be subject to Section 2.14, but shall otherwise be without premium or penalty, except as set forth in the immediately following sentence. Each prepayment and Revolving Commitment reduction in respect of the Loans pursuant to Section 2.5 shall be allocated pro rata accompanied by a prepayment premium equal to all Lenders according (i) if such prepayment is made on or after the date hereof but on or prior to their respective Revolving Percentages. Notwithstanding anything February 1, 2007, 3.0% of the aggregate principal amount of such prepayment, and (ii) if such prepayment is made after February 1, 2007 but on or prior to February 1, 2008, 1.5% of the contrary aggregate principal amount of such prepayment, provided that, notwithstanding the foregoing, the prepayment premium provided for in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year sentence shall not be required payable with respect to the extent first $10,000,000 of prepayments of Loans pursuant to Section 2.5 that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distributionare made after the date hereof.

Mandatory Prepayments and Commitment Reductions. (a) If If, at any time during the Revolving Credit Commitment Period for any reason a period in excess of five consecutive Business Days, the amount of the Total Revolving Extensions of Credit at any time exceed of all Lenders exceeds the lesser of (i) the Borrowing Base and (ii) the Total Revolving Credit Commitments then in effecteffect (whether as a result of the sale of assets included in the Borrowing Base or otherwise), the Borrower shall immediately shall, without notice or demand, either (A) prepay (including, without limitation, in the case of an Asset Sale (as defined in the Supplemental Credit Facility) in respect of assets included in the Borrowing Base, with the Net Cash Proceeds (as defined in the Supplemental Credit Facility) of such Asset Sale), in accordance with this Section, the Revolving Credit Loans and/or Cash Collateralize and the Swing Line Loans in an aggregate principal amount equal to such excess, together (except in the case of Revolving Credit Loans which are Base Rate Loans and Swing Line Loans) with interest accrued to the date of such payment or prepayment; provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount; provided, however, that, subject to Section 2.24(aconstitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or cash collateralize such Letters of Credit in the manner described in Section 3.9 or (B) provide additional assets to be included in the Borrowing Base in accordance with Section 2.3 sufficient to eliminate such excess. (b) Upon the occurrence of a Change of Control, the Borrower shall, without notice or demand, immediately prepay all Revolving Credit Loans and all Swing Line Loans then outstanding, and replace outstanding Letters of Credit and/or cash collateralize such Letters of Credit in the manner described in Section 3.9, whereupon all Revolving Credit Commitments shall not be required terminated. (c) If, at any time during the Revolving Credit Commitment Period, by reason of a change in currency exchange rates, the aggregate amount of the Total Revolving Extensions of Credit exceeds the Total Revolving Credit Commitments, the Borrower shall, upon learning thereof or upon the request of the Administrative Agent, immediately prepay the Revolving Credit Loans by an amount at least equal to Cash Collateralize the amount of such excess. For purposes of this paragraph, the Administrative Agent, in cooperation with the relevant Issuing Lenders, will calculate the amount of L/C Obligations outstanding no less frequently than once per calendar month. (d) Any reduction of the Revolving Credit Commitments pursuant to this Section 2.9(a) unless after the shall be accompanied by prepayment in full of the LoansRevolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments then in effect. (b) If on any date a Trigger Event has occurred and is continuingas so reduced, provided that if the Borrower shall prepay aggregate principal amount of Revolving Credit Loans and Cash Collateralize Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations as set forth constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or cash collateralize such Letters of Credit in the manner described in Section 2.25(b). (c) The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans 3.9; and, secondprovided, to Eurodollar Loans. Each further, that any prepayment of the Revolving Credit Loans under Section 2.9 (except in or the case of Revolving Loans Swing Line Loan that are ABR Eurodollar Loans and Swingline Loans) pursuant to this Section shall be accompanied by accrued interest to the date of such prepayment made on the amount prepaid. Each last day of the Interest Period with respect thereto in which the relevant prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distributionis required.

Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit at any time exceed exceeds the lesser of (x) the Total Revolving Commitments then in effecteffect and (y) the Maximum Permitted Outstanding Amount, the Borrower Borrowers shall immediately prepay the applicable Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount not less than the applicable Minimum Collateral Amount multiplied by equal to such excess amount; provided, however, that, subject excess. (b) [Reserved] (c) [Reserved] (d) If any Indebtedness shall be incurred pursuant to Section 2.24(a7.2(h), an amount equal to 100% of the Borrower Net Cash Proceeds thereof shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after immediately applied toward the prepayment in full of the Loans. (e) Any reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then in effect. outstanding is less than the amount of such excess (b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the because L/C Obligations as set forth constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, cash collateralize on or prior to the date of such reduction (in the manner described in Section 2.25(b). (c3.9) or replace outstanding Letters of Credit. The application of any prepayment pursuant to Section 2.9 2.6 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Loans under Section 2.9 2.6 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.

Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit If, at any time exceed during the period from the Closing Date through and including the Revolving Credit Termination Date, the lesser of (i) the Borrowing Base and (ii) the Total Revolving Borrowing Base Commitments then in effectexceeds the Borrowing Base Extensions of Credit, the Borrower shall immediately shall, without notice or demand, prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount not less than the applicable Minimum Collateral Amount multiplied by equal to such excess amount; providedexcess, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment in full of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effect. (b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the L/C Obligations as set forth in Section 2.25(b). (c) The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 together (except in the case of Revolving Credit Loans which are Base Rate Loans) with interest accrued to the date of such payment or prepayment. (b) [Reserved] (c) [Reserved] (d) [Reserved] (e) Upon the occurrence of a Change of Control, the Borrower shall, without notice or demand, immediately prepay all Loans in full, whereupon all Revolving Credit Commitments, if in effect, shall be terminated. (f) Any reduction of the Revolving Credit Commitments pursuant to this Section shall be accompanied by prepayment of the Revolving Credit Loans to the extent, if any, that the Total Outstanding Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced; provided that any prepayment of the Loans that are ABR Eurodollar Loans and Swingline Loanspursuant to this Section shall be made on the last day of the Interest Period with respect thereto in which the relevant prepayment is required. (g) Each prepayment of Term Loans under this Section shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to Amounts prepaid on account of the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall Term Loans may not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distributionreborrowed.

Mandatory Prepayments and Commitment Reductions. (a) If for any reason (x) the Total Revolving Extensions of Credit at any time exceed exceeds the lesser of (xi) the Total Revolving Commitments then in effecteffect and (y)ii) the Maximum Permitted Outstanding Amount or (y) the sum of the Total Extensions of Credit plus the Total CMBX Termination Liability exceeds the Maximum Permitted Outstanding Amount, the Borrower Borrowers shall immediately prepay the applicable Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount not less than the applicable Minimum Collateral Amount multiplied by equal to such excess amount; provided, however, that, subject excess. (b) [Reserved] (c) [Reserved] (d) If any Indebtedness shall be incurred pursuant to Section 2.24(a7.2(h), an amount equal to 100% of the Borrower Net Cash Proceeds thereof shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after immediately applied toward the prepayment in full of the Loans. (e) Any reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then in effect. outstanding is less than the amount of such excess (b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the because L/C Obligations as set forth constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, cash collateralize on or prior to the date of such reduction (in the manner described in Section 2.25(b). (c3.9) or replace outstanding Letters of Credit. The application of any prepayment pursuant to Section 2.9 2.6 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Loans under Section 2.9 2.6 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.

Mandatory Prepayments and Commitment Reductions. (a) If for Within ten (10) days of the date of receipt by Borrower or any reason the Total Revolving Extensions of Credit at its Subsidiaries of any time exceed the Total Revolving Commitments then in effectNet Cash Proceeds, first, Borrower shall make a mandatory prepayment, without premium or penalty (other than costs required to be paid pursuant to Section 2.17(d)), of, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount; providedTerm Advances and, howeversecond, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment payment in full of the LoansTerm Advances, Total the outstanding Revolving Extensions Advances or, to the extent that at such time no Revolving Advances are outstanding, shall cash collateralize any outstanding Letters of Credit, in an amount equal to 100% of such Net Cash Proceeds (and the Revolving Credit Commitment Amount shall be reduced by the amount of Net Cash Proceeds remaining after payment in full of the Term Advances). In the event a mandatory prepayment of Revolving Advances or cash collateralization of Letters of Credit exceed is required to be made under this Section 2.13(a), the Total Revolving Commitments then in effectCredit Commitment Amount shall be permanently reduced immediately by the amount thereof. (b) If at any time (A) the sum of the aggregate principal amount of the outstanding Revolving Advances plus the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate amount of all unreimbursed drawings under Letters of Credit shall exceed (B) the Revolving Credit Commitment Amount, Borrower shall, without demand or notice, prepay Revolving Advances or cash collateralize or replace Letters of Credit in such amount as may be necessary to eliminate such excess, and Borrower shall take such action on the Banking Day on which Borrower learns or is notified of the excess, if Borrower so learns or is so notified prior to 1:00 p.m. (New York City time) on such day, and otherwise on the immediately succeeding Banking Day. Notwithstanding any date a Trigger Event has occurred and is continuingcontrary provision contained herein, the Borrower shall prepay Loans and Cash Collateralize prepayment of any Advance or cash collateralization or replacement of any Letter of Credit hereunder (including, without limitation, pursuant to this Section 2.13 or Section 2.11) as a result of the prepayment of Term Advances or the termination or permanent reduction of the Revolving Credit Commitment Amount or the L/C Obligations as set forth in Section 2.25(b)Commitment Amount, shall be accompanied by the payment of accrued interest on the amount prepaid to the date of payment. (c) The application of any prepayment Any prepayments made pursuant to this Section 2.9 2.13 shall be made, first, applied first to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required Reference Rate Advances to the extent that ifthen outstanding and then to Eurodollar Rate Advances to the extent then outstanding, following such repayment, any Loan Party would have insufficient funds subject to make a REIT DistributionSection 2.17(d). Any prepayments of the Term Advances made pursuant to this Section 2.13 shall be applied to the remaining installments in reverse chronological order.

Mandatory Prepayments and Commitment Reductions. (a) Upon receipt by the Borrower or any of its Subsidiaries of any Net Proceeds in connection with the incurrence of any Indebtedness by the Borrower or such Subsidiary (other than Excepted Indebtedness), then on the first Business Day after such incurrence, the Borrower shall prepay the Term Loans as provided for herein in an amount equal to 100% of such Net Proceeds. (b) Any prepayment required by the terms of this subsection 2.15 shall be applied to the prepayment of the Term Loans until the Term Loans shall have been satisfied in full. Amounts prepaid on account of the Term Loans may not be reborrowed. (c) Each prepayment of the Term Loans pursuant to this subsection 2.15 shall be accompanied by payment in full of all accrued interest thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to subsection 2.26. (d) If for at any reason time the Total Aggregate Outstanding Revolving Extensions of Credit at any time of all the Revolving Credit Lenders shall exceed the Total Aggregate Revolving Credit Commitments then by as much as $5,000,000 (by virtue of any change in effectthe exchange rate of any Foreign Currency in which a Revolving Credit Loan or a Letter of Credit is denominated or otherwise), the Borrower shall immediately prepay the Revolving Credit Loans and/or Cash Collateralize cash collateralize the then outstanding L/C Obligations in by an amount not less than the applicable Minimum Collateral Amount multiplied by equal to such excess amount; provided, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the within three Business Days. Any such cash collateralization of L/C Obligations pursuant to this shall be accomplished in the manner contemplated in the penultimate paragraph of Section 2.9(a) unless after 8 concerning the prepayment in full acceleration of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effectobligations hereunder. (b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the L/C Obligations as set forth in Section 2.25(b). (c) The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.

Mandatory Prepayments and Commitment Reductions. (a) If Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale (which, for the avoidance of doubt, does not include any reason Disposition of Investments permitted under Section 6.5(b)) or Recovery Event then on the Total Revolving Extensions date of Credit at any time exceed the Total Revolving Commitments then in effectreceipt of such Net Cash Proceeds, the Borrower Term Loans shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount; providedbe prepaid, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the and upon prepayment in full of the Term Loans, Total the Revolving Extensions Credit Outstandings shall be reduced, by an amount equal to the amount of Credit exceed such Net Cash Proceeds, as set forth in clause (c) below. The provisions of this Section do not constitute a consent to the Total Revolving Commitments then in effectconsummation of any Disposition not permitted by Section 6.5. (b) If Mandatory prepayments pursuant to this Section 2.10 shall be without premium or penalty, except that if a Eurodollar Loan is prepaid on any date a Trigger Event has occurred and is continuingday other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall prepay Loans and Cash Collateralize the L/C Obligations as set forth in also pay any amounts owing pursuant to Section 2.25(b)2.19. (c) The application of any prepayment All mandatory prepayments pursuant to this Section 2.9 2.10 shall be made, applied first, to ABR repay the outstanding principal balance of the Term Loans and, seconduntil such Term Loans have been repaid in full and then, to Eurodollar Loans. Each prepayment repay outstanding principal balance of the Revolving Credit Loans under Section 2.9 (except until such Revolving Credit Loans have been repaid in the case full. All repayments of Revolving Credit Loans that are ABR Loans and Swingline Loans) shall required to be accompanied by accrued interest made pursuant to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments 2.10 shall result in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to a permanent reduction of the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT DistributionTotal Revolving Credit Commitments.

Mandatory Prepayments and Commitment Reductions. (a) If for The Borrower shall promptly give notice to the Administrative Agent of the consummation of any reason Prepayment Event which will result in a mandatory prepayment and/or cash collateralization pursuant to subsection 2.6(d). Upon receipt by the Total Parent or any of its Subsidiaries of any Net After-Tax Cash Proceeds with respect to any Prepayment Event, then on the fifth Business Day after receipt of such Net After-Tax Cash Proceeds from such Prepayment Event, the Revolving Extensions Credit Commitments shall, subject to subsections 2.6(c) and 2.6(d), be reduced by an amount equal to 50% of such Net After-Tax Cash Proceeds. (b) Subject to subsection 2.6(c), the Revolving Credit at any time exceed Commitments shall be reduced by $12,500,000 on January 4, 1999 and by $12,500,000 on January 3, 2000. (c) Notwithstanding anything to the Total contrary contained herein, in no event shall the Borrower or the Parent be required pursuant to the terms of subsection 2.6(a) or 2.6(b) to reduce the aggregate Revolving Credit Commitments of all the Lenders below $75,000,000. (d) Each reduction of the Revolving Credit Commitments pursuant to this subsection 2.6 shall reduce permanently the Revolving Credit Commitments then in effecteffect and shall be accompanied by a prepayment of (i) all Swingline Loans outstanding and (ii) the Revolving Credit Loans outstanding in an amount equal to the excess, if any, of the Borrower shall immediately prepay sum of (A) the Revolving Credit Loans and/or Cash Collateralize and (B) the L/C Obligations in an amount not less than then outstanding, over the applicable Minimum Collateral Amount multiplied by such excess amount; providedRevolving Credit Commitments of all the Lenders, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment in full of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effect. (b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the L/C Obligations as set forth in Section 2.25(b). (c) The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loansso reduced. Each prepayment of the Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loanspursuant to this subsection 2.6(d) shall be accompanied by payment in full of all accrued interest thereon to and including the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata prepayment, together with any additional amounts owing pursuant to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distributionsubsection 2.

Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount; provided, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment in full of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effect. (b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the L/C Obligations as set forth in Section 2.25(b).[Reserved] (c) The application of any prepayment pursuant to Section 2.9 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.

Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit (determined without giving effect to any Cash Collateralized Letters of Credit) at any time exceed the Total Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount; provided, however, that, subject to Section 2.24(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after the prepayment in full of the Revolving Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effect. (b) If on any date a Trigger Event or an Event of Default has occurred and is continuing, the Borrower shall prepay Revolving Loans and Cash Collateralize the L/C Obligations as set forth in Section 2.25(b). If on any date a Partial Trigger Event has occurred and is continuing, the Borrower shall prepay Revolving Loans and Cash Collateralize the L/C Obligations as set forth in Section 2.26(b). (c) The application of Within five (5) Business Days after any prepayment Group Member incurs any Indebtedness pursuant to Section 2.9 7.2(q) or Section 7.2(s), the Borrower shall be madeprepay Revolving Loans (with a concurrent permanent reduction in the underlying Revolving Commitments) in an amount equal to the aggregate amount of all cash proceeds received in respect thereof by such Group Member net of all investment banking fees, firstdiscounts and commissions, legal fees, consulting fees, accountants’ fees, underwriting discounts and commissions and other fees and expenses, actually incurred in connection therewith; provided that the Borrower may elect to apply any such net cash proceeds from Indebtedness incurred pursuant to Section 7.2(q) or Section 7.2(s), as applicable, to ABR Loans and, second, to Eurodollar Loans. Each the prepayment of loans under the Subsidiary Loan Documents only to (and not in excess of) the extent to which a mandatory prepayment in respect of such net cash proceeds is required under the terms of the Subsidiary Loan Documents (with any remaining net cash proceeds used to prepay Revolving Loans under in accordance with the terms of this Section 2.9 2.9(c)). (except d) Within five (5) Business Days after any Group Member incurs any Indebtedness pursuant to Section 7.2(r) that is secured by a Lien that is pari passu with the Liens securing the Obligations, the Borrower shall prepay Revolving Loans (with a concurrent permanent reduction in the case underlying Revolving Commitments) in an amount equal to the aggregate amount of all cash proceeds received in respect thereof by such Group Member net of all investment banking fees, discounts and commissions, legal fees, consulting fees, accountants’ fees, underwriting discounts and commissions and other fees and expenses, actually incurred in connection therewith. (e) Within five (5) Business Days following the end of each of the months ending June 30, 2021, July 31, 2021 and August 31, 2021, the Borrower shall prepay Revolving Loans (with a concurrent permanent reduction in the underlying Revolving Commitments) in an amount equal to $5,000,000 on each such date. (f) In the event that Parent Guarantor’s Liquidity as of the last day of any month, commencing with the month ending September 30, 2021, is greater than $100,000,000, within five (5) Business Days following the end of each such month, the Borrower shall repay the Revolving Loans (with a concurrent permanent reduction in the underlying Revolving Commitments) in an amount equal to $5,000,000 on each such date; provided that the aggregate amount of prepayments of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment (and Revolving Commitment reduction shall be allocated pro rata reductions) pursuant to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year 2.9(f) shall not be required to exceed $10,000,000. (g) Within five (5) Business Days after any Group Member issues any Disqualified Capital Stock or preferred stock, the extent that ifBorrower shall repay the Revolving Loans (with a concurrent permanent reduction in the underlying Revolving Commitments) in an amount equal to the aggregate amount of all cash proceeds received in respect thereof by such Group Member net of all investment banking fees, following such repaymentdiscounts and commissions, any Loan Party would have insufficient funds to make a REIT Distributionlegal fees, consulting fees, accountants’ fees, underwriting discounts and commissions and other fees and expenses, actually incurred in connection therewith.

Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit at any time exceed exceeds the lesser of (x) the Total Revolving Commitments then in effecteffect and (y) the Maximum Permitted Outstanding Amount, the Borrower Borrowers shall immediately prepay the applicable Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount not less than equal to such excess. (b) [Reserved]. (c) On March 31, 2021, the applicable Minimum Collateral Amount multiplied by Total Revolving Commitments shall be reduced automatically to $400,000,000 and, concurrently with such excess amount; providedreduction, howeverthe Borrowers shall make any prepayment of Loans (and, thatif applicable, subject cash collateralize outstanding Letters of Credit), in each case, to the extent required pursuant to Section 2.24(a2.6(e) as a result of such reduction. (d) If any Indebtedness shall be incurred pursuant to Section 7.2(h), an amount equal to 100% of the Borrower Net Cash Proceeds thereof shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.9(a) unless after immediately applied toward the prepayment in full of the Loans. (e) Any reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then in effect. outstanding is less than the amount of such excess (b) If on any date a Trigger Event has occurred and is continuing, the Borrower shall prepay Loans and Cash Collateralize the because L/C Obligations as set forth constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, cash collateralize on or prior to the date of such reduction (in the manner described in Section 2.25(b). (c3.9) or replace outstanding Letters of Credit. The application of any prepayment pursuant to Section 2.9 2.6 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Loans under Section 2.9 2.6 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required to the extent that if, following such repayment, any Loan Party would have insufficient funds to make a REIT Distribution.

Mandatory Prepayments and Commitment Reductions. (a) If for any reason the Total Revolving Extensions of Credit at Indebtedness shall be Incurred by any time exceed the Total Revolving Commitments then Group Member (other than any Indebtedness permitted to be Incurred by any such Person in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an amount not less than the applicable Minimum Collateral Amount multiplied by such excess amount; provided, however, that, subject to accordance with Section 2.24(a7.2), the Borrower shall not be required apply an amount equal to 100% of the Net Cash Collateralize Proceeds thereof within one (1) Business Day after the L/C Obligations pursuant to receipt of such proceeds toward the prepayment of the Loans as set forth in clause (h) of this Section 2.9(a) unless after the prepayment in full of the Loans, Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effect2.11. (b) If Subject to clause (e) of this Section 2.11, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (i) the ECF Percentage for such period of such Excess Cash Flow minus (ii) the greater of $10,500,000 and 10.0% of Consolidated EBITDA (determined on a Pro Forma Basis as of the most recently ended Test Period) minus (iii) at the election of the Borrower Representative, to the extent (x) not funded with the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any date a Trigger Event has occurred revolving credit facility) and is continuing(y) the Borrower elects not to have such amounts reduce Excess Cash Flow, the Borrower shall prepay aggregate amount (without duplication) of (1) all voluntary prepayments by any Permitted Auction Purchaser (determined by the par value of the Loans prepaid by such Permitted Auction Purchaser and Cash Collateralize not the L/C Obligations as set forth in Section 2.25(b). (ccash purchase price paid by such Permitted Auction Purchaser for such voluntary prepayments) The application of any prepayment pursuant to Section 2.9 shall be made2.10(c) and all make-whole or penalty payments made in cash in connection therewith, first(2) voluntary prepayments of Term Loans and Revolving Loans (but, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment and Revolving Commitment reduction shall be allocated pro rata to all Lenders according to their respective Revolving Percentages. Notwithstanding anything to the contrary in this Section 2.9, mandatory prepayments in an aggregate amount not to exceed $100,000 in any one fiscal year shall not be required only to the extent that ifof a concurrent and permanent reduction in the Revolving Commitments) (including pursuant to Section 2.23), following and all make-whole or penalty payments made in cash in connection therewith, and (3) voluntary prepayments and repurchases (determined by the par value and not the cash purchase price paid for such repaymentloan buyback) (including any “yanks” of non-consenting lenders thereunder) of Indebtedness (other than the Obligations), made by the Initial Borrower or any Loan Party would have insufficient funds to make a REIT Distribution.of its Restricted Subsidiaries, (4) Restricted Payments paid in cash, (5) cash payments in respect of Permitted Acquisitions and other Investments permitted hereunder (but excluding