Common use of Mandatory Prepayments and Commitment Reductions Clause in Contracts

Mandatory Prepayments and Commitment Reductions. (i) In the event of the termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Loans. (ii) In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iii) If at any time the Total Revolving Exposure exceeds the Revolving Commitments at such time, the Borrower shall, without notice or demand, immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess; provided, that any such repayment or prepayment shall not be required to permanently reduce the Revolving Commitments below the Total Revolving Commitment then in effect. (iv) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to the then aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 below. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving Commitments.

Mandatory Prepayments and Commitment Reductions. (i) In the event If, after giving effect to any termination or reduction of the termination Aggregate Maximum Credit Amount pursuant to Section 2.03(b) or 2.07(b)(ii), the outstanding aggregate principal amount of all the Revolving CommitmentsLoans exceeds the Aggregate Maximum Credit Amount, the Borrower shall, shall prepay the Loans on the date of such terminationtermination or reduction in an aggregate principal amount equal to the excess, repay or prepay all outstanding Revolving Loanstogether with interest on the principal amount paid accrued to the date of such prepayment. (ii) In the event of any partial reduction The Aggregate Maximum Credit Amount shall automatically reduce in an amount equal to (A) 50% of the Revolving Commitments pursuant to Section 2.07 net cash proceeds (including condemnation and insurance proceeds) from dispositions of the Collateral or Section 2.09(b), then any interest in the Collateral (xincluding farm ins) at or prior to on the effective date fifth Business Day after the receipt of such reductionproceeds, the Administrative Agent shall notify the Borrower and the Revolving Lenders (B) an additional 50% of the Total Revolving Exposure net cash proceeds (including condemnation and insurance proceeds) from Dispositions of the Collateral or any interest in the Collateral (including farm ins) if such proceeds are not reinvested in capital expenditures or other costs and expenses incurred for the development of the Collateral during the 360-day period after giving effect thereto the receipt of such proceeds on such 360th day, and (yC) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date first day of such reductioneach September 1 and March 1 beginning September 1, repay or prepay Revolving Loans 2009 in an aggregate amount sufficient equal to eliminate such excess 50% of Excess Entrada Cash Flow for such datethe two fiscal quarter period ending immediately before the immediately preceding fiscal quarter. (iii) If at Upon any time redetermination of the Total Revolving Exposure exceeds amount of the Revolving Commitments at such timeBorrowing Base in accordance with Section 2.08, if the redetermined Borrowing Base results in a Borrowing Base Deficiency, then the Borrower shall, without shall within 30 days of receipt of written notice or demand, immediately repay or thereof either: (A) prepay Revolving the Loans in an aggregate principal amount sufficient equal to eliminate such excess; providedthe Borrowing Base Deficiency, that any such repayment or prepayment shall not be required together with interest on the principal amount paid accrued to permanently reduce the Revolving Commitments below the Total Revolving Commitment then in effect. (iv) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction such prepayment; or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date Borrower shall notify the Administrative Agent (which will promptly notify the Lenders) in writing of receipt by the Borrower’s election to initiate a Deficiency Period during which it will eliminate such Borrowing Base Deficiency by making six consecutive monthly Deficiency Payments, any Subsidiary Guarantor or the first of such payments being due and payable with the delivery to the Administrative Agent of such notice and each of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, remaining payments due and payable on the following Business Day)same day of each month thereafter during the Deficiency Period; provided that if any Collateral Vessel which is the subject of a Requisition is redelivered or (C) mortgage to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, Lenders in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to the then aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 below. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral manner reasonably satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount additional Oil and Gas Properties sufficient to allow fully offset the Borrower amount of such Borrowing Base Deficiency and obtain an amendment to comply with the Intercreditor Agreement properly reflecting the additional Collateral Maintenance Testreasonably satisfactory to the Administrative Agent; providedprovided however, thatin the event of an acceleration of the maturity of the Notes pursuant to Section 10.02, any such prepayment acceleration shall not also accelerate the maturity of all outstanding and unpaid Deficiency Payments. All payments under this subsection (iii), whether a single payment under clause (A) or monthly Deficiency Payments under clause (B), shall be required to permanently reduce applied in the Revolving Commitmentsorder of priority specified in Section 3.03.

Mandatory Prepayments and Commitment Reductions. (ia) Within ten (10) days of the date of receipt by Borrower or any of its Subsidiaries of any Net Cash Proceeds, Borrower shall make a mandatory prepayment, without premium or penalty (other than costs required to be paid pursuant to Section 2.17(d)), of, first, the Term Advances and, second, after payment in full of the Term Advances, the outstanding Revolving 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. In the event a mandatory prepayment of the termination Revolving Advances or cash collateralization of all Letters of Credit is required to be made under this Section 2.13(a), the Revolving Commitments, Credit Commitment Amount shall be permanently reduced immediately by the Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Loansamount thereof. (ii) In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iiib) If at any time (A) the Total sum of the aggregate principal amount of the outstanding Revolving Exposure exceeds 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 Commitments at such timeCredit Commitment Amount, the Borrower shall, without notice demand or demandnotice, immediately repay or prepay Revolving Loans Advances or cash collateralize or replace Letters of Credit in an aggregate such amount sufficient as may be necessary to eliminate such excess; provided, that 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 such repayment contrary provision contained herein, the 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 shall not be required to permanently reduce of Term Advances or the termination or permanent reduction of the Revolving Commitments below Credit Commitment Amount or the Total Revolving L/C Commitment then in effectAmount, shall be accompanied by the payment of accrued interest on the amount prepaid to the date of payment. (ivc) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating Any prepayments made pursuant to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered this Section 2.13 shall be applied first to Reference Rate Advances to the full control of extent then outstanding and then to Eurodollar Rate Advances to the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shallextent then outstanding, subject to Section 2.10(e) (including the reinstatement 2.17(d). Any prepayments of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient Term Advances made pursuant to eliminate such excess) in an amount equal this Section 2.13 shall be applied to the then aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 belowremaining installments in reverse chronological order. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving Commitments.

Mandatory Prepayments and Commitment Reductions. (ia) In the event of and on each occasion that, on or after the termination of all the Revolving CommitmentsClosing Date, the Borrower shall, on receives Net Cash Proceeds in respect of any issuance or sale of Equity Interests of the date of such termination, repay Borrower (other than (i) issuances pursuant to any Employee Benefit Plan or prepay all outstanding Revolving Loans. other benefit or employee incentive arrangement or (ii) In issuances by the event Borrower to its Subsidiaries), then, no later than two (2) Business Days after receipt by the Borrower of any partial reduction of such Net Cash Proceeds, the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, Borrower shall notify the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iii) If at any time the Total Revolving Exposure exceeds the Revolving Commitments at such time, the Borrower shall, without notice or demand, immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess; provided, that any such repayment or loan prepayment shall not be and/or commitment reduction required to permanently reduce the Revolving Commitments below the Total Revolving Commitment then in effect. (iv) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vesselby this Section 2.14(a) (such dateincluding the amount thereof) and, no later than the “Collateral Disposition Date”fifth (5th) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days Business Day following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the BorrowerBorrower of such Net Cash Proceeds, first, the Borrower shall prepay any outstanding Delayed Draw Term Loans and, second, any Subsidiary Guarantor Delayed Draw Commitments shall be permanently reduced, in each case as set forth in Section 2.15(b), in an aggregate amount equal to the lesser of (x) 100% of such Net Cash Proceeds and (y) the aggregate amount of the then-outstanding Delayed Draw Term Loans and Delayed Draw Commitments. (b) In the event and on each occasion that, on or after the Closing Date, the Borrower receives Net Cash Proceeds in respect of the issuance, sale or incurrence of any Indebtedness of any Group Member referred to in clauses (i) or (iii) of the definition of Indebtedness (other than (i) capital leases or equipment financings, (ii) any Revolving Loans (as defined in the 2022 Credit Agreement) incurred by the Borrower or any of its Subsidiaries under the 2022 Credit Agreement, (iii) any Delayed Draw Term Loans (as defined in the 2025 DDTL Credit Agreement) incurred by the Borrower under the 2025 DDTL Credit Agreement, (iv) intercompany debt between such entities, (v) borrowings under ordinary course working capital, letter of credit, factoring, securitization, commercial paper backstop or overdraft facilities, (vi) issuances of commercial paper and (vii) under this Agreement), then, no later than two (2) Business Days after receipt by the Borrower of any such Net Cash Proceeds, the Borrower shall notify the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no loan prepayment or and/or commitment reduction shall be required, in each case, the Borrower shall, subject to required by this Section 2.10(e2.14(b) (including the reinstatement amount thereof) and, no later than the fifth (5th) Business Day following the date of receipt by any Group Member of any such Net Cash Proceeds, first, the Borrower shall prepay any outstanding Delayed Draw Term Loans and, second, any Delayed Draw Commitments shall be permanently reduced, in each case as set forth in Section 2.15(b), in an aggregate amount equal to the lesser of (x) 100% of such Net Cash Proceeds and (y) the aggregate amount of the Reinstated then-outstanding Delayed Draw Term Loans and Delayed Draw Commitments). (c) On the Delayed Draw Commitment Termination Date, the Delayed Draw Commitments shall automatically and permanently reduce Revolving be reduced to zero. (d) Upon the making of any Delayed Draw Term Loan, the Delayed Draw Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in shall automatically and permanently be reduced by an amount equal to the then aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 belowDelayed Draw Term Loan. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving Commitments.

Mandatory Prepayments and Commitment Reductions. (a) If, after the Effective Date, any Capital Stock or Indebtedness shall be issued or Incurred by the Borrower or any of its Subsidiaries (excluding (i) In any issuance of Capital Stock by the event Borrower to Cablevision or Rainbow or any of their Subsidiaries, (ii) any Indebtedness permitted under subsection 7.2 and (iii) any adjustment of the termination "Profit Percentage" (as defined in the Limited Partnership Agreement) of all ITT MSG (or any Person substituted for ITT MSG as a limited partner of the Revolving Commitments, Borrower) in connection with the contribution of the Aircraft to the Borrower shallor any of its Subsidiaries as contemplated by the Aircraft Contribution Agreement and the Limited Partnership Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such termination, repay issuance or prepay all outstanding Incurrence toward the prepayment of the Term Loans and to the reduction in the amount of the Revolving LoansCredit Commitments and Overdraft Commitment as set forth in subsection 2.10(d). (iib) In If on any date the event Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any partial Asset Sale or Recovery Event (unless the proceeds of such Recovery Event have begun to be applied within 180 days of such date to reconstruct or purchase property substantially similar to that which was the subject of such Recovery Event) then such Net Cash Proceeds shall be applied, within five Business Days after such date (or, in the case of a Recovery Event, the proceeds of which are not applied within the time period and/or in the manner described above, upon the lapse of such time period or upon the failure to so apply such proceeds), toward the prepayment of the Term Loans and the reduction in the amount of the Revolving Credit Commitments pursuant to Section 2.07 or Section 2.09(band Overdraft Commitment as set forth in subsection 2.10(d), then ; provided that (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iii) If at any time the Total Revolving Exposure exceeds the Revolving Commitments at such time, the Borrower shall, without notice or demand, immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess; provided, that any such repayment or prepayment shall not be required to permanently reduce the Revolving Commitments below the Total Revolving Commitment then in effect. (iv) On (i) so long as the date of any Asset Sale in respect of a Collateral VesselConsolidated Leverage Ratio is greater than 6.0 to 1.0, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect 50% of the Equity Interests in Net Cash Proceeds from Signage Sales from and after the owner Effective Date shall be excluded from the requirement to so prepay the Term Loans and reduce the amount of a Collateral Vessel) (such date, the “Collateral Disposition Date”) Revolving Credit Commitments and Overdraft Commitment and (ii) so long as the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to the then aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 below. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving Commitments.Consolidated Leverage

Mandatory Prepayments and Commitment Reductions. (i) In the event of the termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Loans. (ii) In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iiia) If at any time the Total Revolving Exposure sum of the Loans and the Letter of Credit Outstandings exceeds the Revolving Commitments (including at any time after any reduction of the Commitments pursuant to Section 2.5), the Borrower shall make a payment in the amount of such timeexcess which payment shall be applied in the order set forth in Section 2.5(b). To the extent that after giving effect to any prepayment of the Loans required by the preceding sentence, the sum of the Loans and Letter of Credit Outstandings exceed the Commitments, the Borrower shall, without notice or demand, immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess; provided, that any such repayment or prepayment shall not be required to permanently reduce cash collateralize the Revolving Commitments below the Total Revolving Commitment then in effect. (iv) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) outstanding L/C Obligations in an amount equal to such excess upon terms reasonably satisfactory to the then aggregate outstanding principal amount Administrative Agent. (b) If at any time the Borrower or any Subsidiary shall receive any cash proceeds of any casualty or condemnation in excess of $2,000,000 permitted by Section 8.6(c), such proceeds shall be deposited with the Administrative Agent who shall hold such proceeds in a cash collateral account reasonably satisfactory to it. From time to time upon request, the Administrative Agent will release such proceeds to the Borrower or such Subsidiary, as necessary, to pay for replacement or rebuilding of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel assets lost or condemned. If such assets are not replaced or rebuilt within one year (subject to reasonable extension for force majeure or weather delays) following the condemnation or casualty or if the Borrower fails to notify the Administrative Agent in writing on or before 180 days after such sale, total loss casualty or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further condemnation that the Borrower shall be entitled to reinvest commence the proceeds replacement or rebuilding of such saleasset, total loss then, in either case, the Administrative Agent may apply any amounts in the cash collateral account to the repayment of the Loans. (c) If the daily balance of cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries for each day in any 179 consecutive day period is in excess of $30,000,000 in the aggregate, the Borrower shall immediately prepay in full all Loans, if any, then outstanding, and the Borrower agrees that immediately after such prepayment and immediately after any repurchase or other disposition redemption of the Senior Unsecured Notes permitted under Section 8.18(b)(iv), the Borrower and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph its Domestic Subsidiaries shall have at least $5,000,000 in the aggregate of unrestricted cash and Cash Equivalents. (ed) The provisions of this Section 2.10 below. (v) In shall not be in derogation of any other covenant or obligation of the event Credit Parties and their Subsidiaries under the Borrower fails Loan Documents and shall not be construed as a waiver of, or a consent to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, thatdepart from, any such prepayment shall not be required to permanently reduce the Revolving Commitmentscovenant or obligation.

Mandatory Prepayments and Commitment Reductions. (ia) In the event of the termination of all the Revolving CommitmentsIf, the Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Loans. (ii) In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iii) If at any time during the Total Revolving Exposure exceeds the Revolving Commitments at such timeCommitment Period, the Borrower Aggregate Revolving Credit Extensions of Credit exceed the aggregate Revolving Credit Commitments then in effect, the Company shall, without notice or demand, immediately repay or prepay the Revolving Credit Loans in an aggregate principal amount sufficient equal to eliminate such excess; provided, that any together with interest accrued to the date of such repayment payment or prepayment and any amounts payable under subsection 6.14. Prepayments shall not be required applied, first to permanently reduce ABR Loans and second, to Eurodollar Loans. To the extent that after giving effect to any prepayment of the Revolving Credit Loans required by the first sentence of this paragraph (a), the Aggregate Revolving Credit Extensions of Credit exceed the aggregate Revolving Credit Commitments below then in effect, the Total Company shall, without notice or demand, immediately deposit in a cash collateral account with the Agent, having terms and conditions satisfactory to the Agent, as cash collateral security for the liability of the Issuing Lender (whether direct or contingent) under any Letters of Credit or Acceptances then outstanding, an aggregate amount equal to the amount by which the Aggregate Revolving Commitment Credit Extensions of Credit exceed the aggregate Revolving Credit Commitments then in effect. (ivb) On the Consummation Date, (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction aggregate Revolving Credit Commitments shall be required, in each case, the Borrower shall, subject automatically reduced to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to $225,000,000, (ii) in connection with such reduction the then aggregate outstanding principal amount amounts of the respective Revolving Loans Credit Commitments of each Lender shall be rearranged such that after giving effect to clause (i) above each Lender's (other than Chase's) Revolving Credit Commitment shall equal the lesser of (x) such Lender's Pre-Consummation Revolving Credit Commitment and undrawn Revolving Commitments, (y) the product of (1) $175,000,000 multiplied by (2) a fraction, fraction the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition Lender's Pre-Consummation Revolving Credit Commitment and the denominator of which is the aggregate amount of the Vessel Appraisal Values Pre-Consummation Revolving Credit Commitments of all Collateral Vessels Lenders other than Chase and Chase's Revolving Credit Commitment shall equal the greater of (including such affected Collateral Vesselx) $50,000,000 and (such amounty) the excess, if any, of $225,000,000 over the “Relevant Amount”); provided further that aggregate amount of Pre-Consummation Revolving Credit Commitments of all Lenders other than Chase and (iii) the Borrower Company shall be entitled prepay all then outstanding Revolving Credit Loans and simultaneously reborrow from all Lenders, ratably according to reinvest their respective Revolving Credit Commitments after giving effect to the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, rearrangements thereof effected pursuant to paragraph (e) of this Section 2.10 below. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or clause (ii) prepay above, an amount equal to 48 42 the lesser of (x) $225,000,000 and (y) the aggregate amount of the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving CommitmentsCredit Loans so prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If, at any time during the Revolving Credit Commitment Period for a period in excess of five consecutive Business Days, the amount of the Total Revolving Extensions of Credit of all Lenders exceeds the lesser of (i) In the event Borrowing Base and (ii) the Total Revolving Credit Commitments then in effect (whether as a result of the termination sale of all assets included in the Revolving CommitmentsBorrowing Base or otherwise), the Borrower shall, on 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 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 termination, repay payment or prepay all prepayment; provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding Revolving Loans. is less than the amount of such excess (ii) In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(bbecause L/C Obligations constitute a portion thereof), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on to the date extent of the balance of such reductionexcess, repay replace outstanding Letters of Credit and/or cash collateralize such Letters of Credit in the manner described in Section 3.9 or prepay Revolving Loans (B) provide additional assets to be included in an aggregate amount the Borrowing Base in accordance with Section 2.3 sufficient to eliminate such excess for such dateexcess. (iiib) If at any time Upon the Total Revolving Exposure exceeds the Revolving Commitments at such timeoccurrence of a Change of Control, the Borrower shall, without notice or demand, immediately repay or 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 an the manner described in Section 3.9, whereupon all Revolving Credit Commitments shall be terminated. (c) If, at any time during the Revolving Credit Commitment Period, by reason of a change in currency exchange rates, the aggregate amount sufficient to eliminate such excess; provided, that any such repayment or prepayment shall not be required to permanently reduce the Revolving Commitments below of the Total Revolving Commitment then in effect. (iv) On (i) the date Extensions of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following Credit exceeds the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each caseRevolving Credit Commitments, the Borrower shall, subject to Section 2.10(e) (including upon learning thereof or upon the reinstatement request of the Reinstated Commitments)Administrative Agent, permanently reduce immediately prepay the Revolving Credit Loans by an amount at least equal to 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 (andpursuant to this Section shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Exposure exceeds Extensions of Credit exceed the amount of the Total Revolving Credit Commitments at such timeas so reduced, prepay a corresponding provided that if the aggregate principal amount of Revolving Credit Loans in an amount sufficient to eliminate such excess) in an amount equal to and Swing Line Loans then outstanding is less than the then aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by such excess (because L/C Obligations constitute a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”portion thereof); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 below. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay 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; and, provided, further, that any prepayment of the Revolving Facility and/or reduce Credit Loans or the applicable Commitments Swing Line Loan that are Eurodollar Loans pursuant to this Section shall be made on the last day of the Interest Period with respect thereto in an amount sufficient to allow which the Borrower to comply with the Collateral Maintenance Test; provided, that, any such relevant prepayment shall not be required to permanently reduce the Revolving Commitmentsis required.

Mandatory Prepayments and Commitment Reductions. (ia) In Subject to the event terms of paragraph (d) below, upon the termination occurrence of all the Revolving Commitmentsany Specified Asset Sale, the Borrower shallshall ratably prepay the outstanding Loans, on and/or if the Commitment Termination Date has not occurred, permanently reduce the Commitments outstanding as of the date of such terminationSpecified Asset Sale, repay or prepay all outstanding Revolving Loansin an aggregate amount equal to 100% of the Net Cash Proceeds thereof. The Borrower shall effect such prepayment and/or reduction within ten (10) Business Days after the consummation of such Specified Asset Sale; provided that if the Closing Date occurs during such period, such Commitment reduction shall be effective immediately prior to the Closing Date. (iib) In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior Subject to the effective date terms of such reductionparagraph (d) below, upon any Specified Equity Issuance, the Administrative Agent Borrower shall notify ratably prepay the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) outstanding Loans, and/or if the Total Revolving Exposure would exceed Commitment Termination Date has not occurred, permanently reduce the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on outstanding as of the date of such reductionSpecified Equity Issuance, repay or prepay Revolving Loans in an aggregate amount sufficient equal to eliminate 100% of the Net Cash Proceeds thereof, such excess for reduction to be effective immediately and/or any such dateprepayment to be effected within five (5) Business Days after the date of such Specified Equity Issuance. (iiic) If at Subject to the terms of paragraph (d) below, upon any time the Total Revolving Exposure exceeds the Revolving Commitments at such timeSpecified Incurrence of Indebtedness, the Borrower shallshall ratably prepay the outstanding Loans, without notice or demandand/or if the Commitment Termination Date has not occurred, immediately repay or prepay Revolving Loans permanently reduce the Commitments outstanding as of the date of such Specified Incurrence of Indebtedness, in an aggregate amount sufficient equal to eliminate 100% of the Net Cash Proceeds thereof, such excess; provided, that reduction to be effective immediately and/or any such repayment prepayment to be effected within five (5) Business Days (if such Specified Incurrence of Indebtedness is by the Borrower or any of its Domestic Subsidiaries) or ten (10) Business Days (if such Specified Incurrence of Indebtedness is an issuance of Public Debt by a Foreign Subsidiary) after the date of such Specified Incurrence of Indebtedness. (d) On each occasion that the Credit Group receives any Net Cash Proceeds in connection with any transaction described in Section 2.22(a), (b) or (c) above, then, within the time period required by the applicable Section, (A) if any Loans are outstanding, the Borrower shall promptly apply an amount equal to 100% of the Net Cash Proceeds thereof to ratably prepay outstanding Loans on a pro rata basis among the Lenders; provided that if the amount of outstanding Loans is reduced to zero as a result of any prepayment made in accordance with this clause (A) and any Net Cash Proceeds remain, the entire remaining amount of such Net Cash Proceeds shall not be required applied to permanently reduce the Revolving Commitments below (in an aggregate amount equal to such remaining amount) on a pro rata basis among the Total Revolving Commitment then Lenders in effect. (iv) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on accordance with the following Business Day) clause (B), and (B) if no Loans are outstanding, the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction Commitments shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including a permanent reduction on a pro rata basis among the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans Lenders in an amount sufficient to eliminate such excess) in an aggregate amount equal to the then aggregate outstanding principal amount 100% of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value Net Cash Proceeds thereof. Each prepayment of the affected Collateral Vessel subject Loans pursuant to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vesselthis Section 2.22(d) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition accompanied by all accrued and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 belowunpaid interest thereon. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving Commitments.

Mandatory Prepayments and Commitment Reductions. (ia) In Not later than the event first Business Day following the date of receipt by the termination Borrower or any Restricted Subsidiary of all any Net Cash Proceeds in respect of any Specified Asset Sale, the Borrower shall notify the Administrative Agent of such receipt. On the first Business Day following the receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds in respect of any Specified Asset Sale, the Revolving Commitments shall be reduced by an amount equal to the aggregate amount of such Net Cash Proceeds, and if after giving effect to any such reduction in the Revolving Commitments, the Borrower shall, on the date aggregate principal amount of such termination, repay or prepay all outstanding Revolving Loans. (ii) In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iii) If at any time the Total Revolving Exposure Outstandings exceeds the Revolving Commitments at such time, the Borrower shallshall repay the outstanding Loans and Reimbursement Obligations and cash collateralize outstanding Letters of Credit, without notice in each case pursuant to and in accordance with Section 2.9(e); provided that, so long as no Default or demandEvent of Default shall have occurred and be continuing, immediately repay the Borrower may, with respect to any Specified Asset Sale, on or prepay prior to the date of the required commitment reduction, deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that the Borrower intends to cause such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term assets that are used or useful in the business of the Borrower and its Restricted Subsidiaries within 365 days after the receipt of such Net Cash Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case no reduction in Revolving Loans Commitments shall occur with respect to the amount intended to be so reinvested as set forth in an aggregate amount sufficient to eliminate such excesscertificate; provided, provided further that any such repayment or prepayment shall not be required to permanently reduce the Revolving Commitments below shall be reduced by an amount equal to the Total aggregate amount of such Net Cash Proceeds that are not so reinvested by the end of such period, and if after giving effect to any such reduction in Revolving Commitment then in effect. (iv) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such dateCommitments, the “Collateral Disposition Date”) and (ii) the earlier aggregate principal amount of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure Outstandings exceeds the Revolving Commitments at such time, prepay a corresponding the Borrower shall repay the outstanding Loans and Reimbursement Obligations and cash collateralize outstanding Letters of Credit, in each case pursuant to and in accordance with Section 2.9(e). (b) Not later than the first Business Day following the date of receipt by the Borrower or any Restricted Subsidiary, or by the Administrative Agent as loss payee, of any Net Cash Proceeds in respect of any Insurance/Condemnation Event, the Borrower shall notify the Administrative Agent of such receipt. On the first Business Day following the receipt by the Borrower or any Restricted Subsidiary, or by the Administrative Agent as loss payee, of any Net Cash Proceeds in respect of any Insurance/Condemnation Event, the Revolving Commitments shall be reduced by an amount equal to the aggregate amount of such Net Cash Proceeds, and if after giving effect to any such reduction in the Revolving Commitments, the aggregate principal amount of Outstandings exceeds the Revolving Commitments at such time, the Borrower shall repay the outstanding Loans and Reimbursement Obligations and cash collateralize outstanding Letters of Credit, in each case pursuant to and in accordance with Section 2.9(e); provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may, on or prior to the date of the required commitment reduction, deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that the Borrower intends to cause such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term assets that are used or useful in the business of the Borrower and its Restricted Subsidiaries (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) on or prior to the date that is 365 days after the receipt of such Net Cash Proceeds (or, if the Borrower or such Restricted Subsidiary has entered into a binding commitment with respect to any such reinvestment within such 365-day period, the date, if later, that is 180 days after the date of such commitment), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case no reduction in Revolving Commitments shall occur with respect to the amount intended to be so reinvested as set forth in such certificate; provided further that the Revolving Commitments shall be reduced by an amount sufficient equal to eliminate the aggregate amount of such excessNet Cash Proceeds that are not so reinvested by the end of such period, and if after giving effect to any such reduction in Revolving Commitments, the aggregate principal amount of Outstandings exceeds the Revolving Commitments at such time, the Borrower shall repay the outstanding Loans and Reimbursement Obligations and cash collateralize outstanding Letters of Credit, in each case pursuant to and in accordance with Section 2.9(e). (c) Not later than the first Business Day following the date of receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds from the incurrence of any Indebtedness (other than any Indebtedness permitted to be incurred pursuant to Section 8.1), the Borrower shall notify the Administrative Agent of such receipt. On the first Business Day following the receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds from the incurrence of any Indebtedness (other than any Indebtedness permitted to be incurred pursuant to Section 8.1), the Revolving Commitments shall be reduced by an amount equal to the aggregate amount of such Net Cash Proceeds, and if after giving effect to any such reduction in the Revolving Commitments the aggregate principal amount of Outstandings exceeds the Revolving Commitments at such time, the Borrower shall repay the outstanding Loans and Reimbursement Obligations and cash collateralize outstanding Letters of Credit, in each case pursuant to and in accordance with Section 2.9(e). (d) [Reserved]. (e) If, at any time, the aggregate principal amount of Outstandings exceeds the Revolving Commitments at such time, the Borrower shall forthwith repay the Loans and Reimbursement Obligations then outstanding so that the amount of Outstandings does not exceed the Revolving Commitments at such time. If after giving effect to such repayment the aggregate principal amount of Outstandings exceeds the Revolving Commitments at such time, the Borrower shall forthwith provide cash collateral in respect of the Letter of Credit Obligations in the manner set forth in Section 9.3 in an amount equal to 105% of such excess. If, at any time, the then aggregate outstanding principal amount of Loans exceeds the Revolving Loans and undrawn Revolving CommitmentsBorrowing Sublimit, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled forthwith repay the Loans then outstanding so that the aggregate outstanding principal amount of Loans does not exceed the Borrowing Sublimit. If, at any time, the aggregate outstanding amount of all Financial Letters of Credit exceeds the Financial Letter of Credit Sublimit, the Borrower shall forthwith provide cash collateral in respect of the Letter of Credit Obligations in the manner set forth in Section 9.3 in an amount equal to reinvest the proceeds 105% of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 belowexcess. (vf) In the event the Borrower fails Prior to satisfy the Collateral Maintenance Testor concurrently with any mandatory prepayment, cash collateralization or reduction pursuant to this Section 2.9, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to shall notify the Required Lenders Administrative Agent of such prepayment, cash collateralization or reduction and (ii) prepay shall deliver to the Revolving Facility and/or reduce Administrative Agent a certificate of a Responsible Officer of the Borrower setting forth the calculation of the amount of the applicable Commitments prepayment, cash collateralization or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or Reimbursement Obligation or portion thereof to be prepaid or cash collateralized (with such specification to be in an accordance with Section 2.9(g)), or the effective date and the amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, of any such reduction, as applicable, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof. Each mandatory prepayment of any Loans and Reimbursement Obligations shall not be required to permanently reduce allocated among the Revolving CommitmentsLenders in accordance with their applicable Ratable Portions.

Mandatory Prepayments and Commitment Reductions. (ia) In If any Net Cash Proceeds from Capital Markets Transactions are received (other than from any Indebtedness permitted under Section 6.03 (other than paragraph (c)) by the event Parent or any of its Subsidiaries, an amount equal to 100% of the termination of all the Revolving Commitments, the Borrower shall, Net Cash Proceeds thereof shall be applied on the date of such terminationissuance or incurrence to the reduction of the Commitments as set forth in Section 2.10(b); provided, repay or prepay all outstanding Revolving Loans. (ii) In that, notwithstanding the foregoing, in the event of any partial reduction such issuance or incurrence by Subsidiaries of the Revolving Parent that are acquired or created in connection with the Acquisitions prior to the Whitewash Date or, as applicable, the date any other applicable Requirement of Law or contractual obligation that may limit the portion of any such Net Cash Proceeds received by such Subsidiary that may be distributed or advanced to the Parent is eliminated, except to the extent that the Net Cash Proceeds therefrom may be lawfully distributed or advanced to the Parent, such Net Cash Proceeds shall be maintained as cash or invested in Permitted Investments and shall be applied to such prepayment or reduction only upon the Whitewash Date or such other date. (b) Amounts to be applied in connection with reductions of the Commitments made pursuant to Section 2.07 or 2.10(a) shall be applied, without duplication, first, to reduce permanently the 364-Day Revolving Commitments, and second, to reduce permanently the Five-Year Revolving Commitments. To the extent that, after giving effect to any reduction thereof pursuant to this Section 2.09(b2.10(b), then the 364-Day Revolving Commitments or the Five-Year Revolving Commitments are less than the aggregate principal amount of the 364-Day Revolving Loans or the Five-Year Revolving Loans, as the case may be, the Parent shall prepay or cause to be prepaid such Loans. Each prepayment of the Loans under Section 2.10 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Amounts to be applied pursuant to this Section shall be applied, first, to prepay ABR Borrowings, if applicable, and, second, to prepay Eurocurrency Borrowings. At the option of the Parent, amounts to be applied to prepay Eurocurrency Borrowings shall, if such prepayment would not occur on the last day of the relevant Interest Period, be deposited in the Prepayment Account (x) as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay the relevant Eurocurrency Borrowings on the last day of the respective Interest Periods therefor (or, at or the direction of the Parent, on any earlier date). For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Parent with the Administrative Agent. The Administrative Agent will, at the request of the Parent, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the effective date last day of the applicable Interest Periods of the Eurocurrency Borrowings to be prepaid, provided that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any Requirement of Law and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Parent shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurocurrency Borrowings on the last day of the applicable Interest Periods therefor is not less than the amount that would have been available had no investments been made. Other than any interest earned on such reductioninvestments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited and reinvested and disbursed as described above. If the maturity of the Loans has been accelerated pursuant to Article 7, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, apply amounts on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iii) If at any time the Total Revolving Exposure exceeds the Revolving Commitments at such time, the Borrower shall, without notice or demand, immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess; provided, that any such repayment or prepayment shall not be required to permanently reduce the Revolving Commitments below the Total Revolving Commitment then in effect. (iv) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests deposit in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating Prepayment Account to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to the then aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 below. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving CommitmentsEurocurrency Borrowings.

Mandatory Prepayments and Commitment Reductions. (i) In the event of the termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Loans. (ii) In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iii) If at any time the Total Revolving Exposure exceeds the Revolving Commitments at such time, the Borrower shall, without notice or demand, immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess; provided, that any such repayment or prepayment shall not be required to permanently reduce the Revolving Commitments below the Total Revolving Commitment then in effect. (iv) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred ​ and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), repay an aggregate principal amount of outstanding Term Loans and permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to the then aggregate outstanding principal amount of the Term Loans, Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 below. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Credit FacilitiesRevolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving Commitments.

Mandatory Prepayments and Commitment Reductions. (ia) Within ten (10) days of the date of receipt by Borrower or any of its Subsidiaries of any Net Cash Proceeds of Sale, Borrower shall make a mandatory prepayment, without premium or penalty (other than costs required to be paid pursuant to Section 2.13(d)), of the outstanding Advances or, to the extent that at such time no Advances are outstanding, shall cash collateralize any outstanding Letters of Credit, in an amount equal to 100% of such Net Cash Proceeds of Sale. In the event of the termination of all the Revolving Commitmentsa mandatory prepayment or cash collateralization is required to be made under this Section 2.08(a), the Borrower shall, on Commitment Amount shall be permanently reduced immediately by the date of such termination, repay or prepay all outstanding Revolving Loansamount thereof. (ii) In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iiib) If at any time (A) the Total Revolving Exposure exceeds sum of the Revolving Commitments at such timeaggregate principal amount of the outstanding 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 excess of Commitment Amount over the Reinvestment Proceeds Amount, the Borrower shall, without notice demand or demandnotice, immediately repay prepay Advances or prepay Revolving Loans cash collateralize or replace Letters of Credit in an aggregate such amount sufficient as may be necessary to eliminate such excess; provided, that 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 such repayment contrary provision contained herein, the prepayment of any Advance or prepayment shall not be required cash collateralization or replacement of any Letter of Credit hereunder (including, without limitation, pursuant to permanently reduce this Section 2.08 or Section 2.10) as a result of the termination or permanent reduction of the Commitment Amount, the Revolving Commitments below Credit Commitment Amount or the Total Revolving L/C Commitment then in effectAmount shall be accompanied by the payment of accrued interest on the amount prepaid to the date of payment. (ivc) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating Any prepayments made pursuant to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered this Section 2.08 shall be applied first to Reference Rate Advances to the full control of extent then outstanding and then to Eurodollar Rate Advances to the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shallextent then outstanding, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments2.13(d), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to the then aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 below. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving Commitments.

Mandatory Prepayments and Commitment Reductions. (ia) In If, at any time during the event of Revolving Commitment Period, for any reason the termination Aggregate Committed Outstandings of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Loans. (ii) In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reductionthen in effect, then (i) the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iii) If at any time the Total Revolving Exposure exceeds the Revolving Commitments at such time, the Borrower Company shall, without notice or demand, immediately repay or prepay the Revolving Loans in an aggregate amount sufficient to eliminate such excess; provided, that any such repayment or prepayment shall not be required to permanently reduce the Revolving Commitments below the Total Revolving Commitment then in effect. (iv) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and and/or (ii) the earlier Borrowers shall, without notice or demand, immediately prepay the Multicurrency Loans such that the sum of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to the then aggregate outstanding principal amount of the Revolving Loans so prepaid and undrawn Revolving Commitments, multiplied by a fraction, (B) the numerator of which is the Vessel Appraisal Value U.S. Dollar Equivalent of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate principal amount of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amountMulticurrency Loans so prepaid, equals or exceeds the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds amount of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 belowexcess. (vb) In Unless the event Required Prepayment Lenders shall otherwise agree, if any Capital Stock of the Borrower fails to satisfy Company shall be sold or issued by the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either Company (other than (i) post additional collateral satisfactory in connection with options exercisable for the purchase of Capital Stock or compensation-related transactions with officers, employees or directors, to the Required Lenders or extent the aggregate Net Cash Proceeds thereof do not exceed $15,000,000 in any fiscal year of the Company and (ii) prepay upon issuance of Capital Stock upon the conversion of the Convertible Subordinated Notes), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such sale or issuance, unless a Reinvestment Notice shall be delivered in respect of such sale or issuance, toward the prepayment of the Term Loans and the Revolving Facility and/or reduce Loans as set forth in Section 5.5(e), provided, that, notwithstanding the applicable Commitments in foregoing, on each Reinvestment Prepayment Date, an amount sufficient equal to allow the Borrower Reinvestment Prepayment Amount with respect to comply with the Collateral Maintenance Testrelevant sale or issuance shall be applied toward the prepayment of Term Loans and the Revolving Loans as set forth in Section 5.5(e). (c) 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 or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect of such Recovery Event or Asset Sale, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 5.5(e); provided, that, any such prepayment notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed, on any date which this Agreement is in effect, 20% of the net fixed asset value plus inventory of the Company and its Subsidiaries, on a consolidated basis, as of the last day of the fiscal year of the Company most recently ended prior to such date and (ii) 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 Term Loans and the Revolving Loans as set forth in Section 5.5(e). (d) Notwithstanding the foregoing, mandatory prepayments of Revolving Loans or Multicurrency Loans that would otherwise be required pursuant to this Section 5.5 solely as a result of fluctuations in Exchange Rates from time to time shall only be required to permanently reduce be made pursuant to this Section 5.5 on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day. (e) Amounts to be applied in connection with prepayments made pursuant to Section 5.5 shall be applied, first, to the prepayment of the Term Loans and, second, to the prepayment of the Dollar Revolving CommitmentsLoans or, if the Borrowers elect, the Multicurrency Loans. The application of any prepayment of Term Loans or Dollar Revolving Loans pursuant to this Section 5.5 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 5.5 (except in the case of Dollar Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments and Commitment Reductions. (ia) In Unless the event Required Lenders shall otherwise agree, if any Indebtedness shall be Incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness Incurred in accordance with Section 7.2), an amount equal to 100% of the termination Net Cash Proceeds thereof shall be applied on the date of all such Incurrence toward the reduction of the Revolving CommitmentsCommitments as set forth in Section 2.8(c). (b) Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the reduction of the Revolving Commitments as set forth in Section 2.8(c); 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 reduction of the Revolving Commitments as set forth in Section 2.8(c). (c) Any reduction of the Revolving Commitments made pursuant to this Section 2.8 shall be permanent and shall be accompanied by prepayment of the Revolving Loans and/or Swingline 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 and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, on to the date extent of the balance of such terminationexcess, repay or prepay all replace outstanding Revolving LoansLetters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. (iid) In If on any Determination Date the event Total Revolving Extensions of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders Credit exceed 105% of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iii) If at any time the Total Revolving Exposure exceeds the Revolving Commitments at such timeCommitments, the Borrower shall, without notice or demand, immediately repay or within three Business Days after such Determination Date, prepay Revolving Loans (or, if no Loans are outstanding, deposit cash collateral in an account with the Administrative Agent to collateralize the Letters of Credit on terms and conditions satisfactory to the Administrative Agent) in an aggregate amount sufficient to eliminate such excess; providedthat, that any such repayment or prepayment shall not be required to permanently reduce the Revolving Commitments below after giving effect thereto, the Total Revolving Commitment then in effectExtensions of Credit (determined net of any cash collateralized Letters of Credit) do not exceed the Total Revolving Commitments. (ive) On The application of any prepayment pursuant to this Section 2.8 shall be made first to ABR Loans and second to Eurocurrency Loans. Each prepayment of the Loans under this Section 2.8 (iexcept in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, prepayment on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to the then aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 belowprepaid. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving Commitments.

Mandatory Prepayments and Commitment Reductions. (i) In the event of the termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Loans. (ii) In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iiia) If at any time the Total Revolving Exposure sum of the Loans and the Letter of Credit Outstandings exceeds the Revolving lesser of the Borrowing Base and the Commitments (including at any time after any reduction of the Commitments pursuant to Section 2.5), the Borrower shall make a payment in the amount of such timeexcess which payment shall be applied in the order set forth in Section 2.5(b). To the extent that after giving effect to any prepayment of the Loans required by the preceding sentence, the sum of the Loans and Letter of Credit Outstandings exceed the lesser of the Borrowing Base and the Commitments, the Borrower shall, without notice or demand, immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess; provided, that any such repayment or prepayment shall not be required to permanently reduce cash collateralize the Revolving Commitments below the Total Revolving Commitment then in effect. (iv) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) outstanding L/C Obligations in an amount equal to such excess upon terms reasonably satisfactory to the then aggregate outstanding principal amount Administrative Agent. (a) If at any time the Borrower or any Subsidiary shall receive any cash proceeds of any casualty or condemnation in excess of $2,000,000 permitted by Section 8.6(c), such proceeds shall be deposited with the Administrative Agent who shall hold such proceeds in a cash collateral account reasonably satisfactory to it. From time to time upon request, the Administrative Agent will release such proceeds to the Borrower or such Subsidiary, as necessary, to pay for replacement or rebuilding of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel assets lost or condemned. If such assets are not replaced or rebuilt within one year (subject to reasonable extension for force majeure or weather delays) following the condemnation or casualty or if the Borrower fails to notify the Administrative Agent in writing on or before 180 days after such sale, total loss casualty or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further condemnation that the Borrower shall be entitled to reinvest commence the proceeds replacement or rebuilding of such saleasset, total loss then, in either case, the Administrative Agent may apply any amounts in the cash collateral account to the repayment of the Loans. (b) If the daily balance of cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries for each day in any 179 consecutive day period is in excess of $30,000,000 in the aggregate, the Borrower shall immediately prepay in full all Loans, if any, then outstanding, and the Borrower agrees that immediately after such prepayment and immediately after any repurchase or other disposition redemption of the Senior Unsecured Notes permitted under Section 8.18(b)(v), the Borrower and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph its Domestic Subsidiaries shall have at least $5,000,000 in the aggregate of unrestricted cash and Cash Equivalents. (ec) The provisions of this Section 2.10 below. (v) In the event shall not be in derogation of any other covenant or obligation of the Borrower fails and its Subsidiaries under the Loan Documents and shall not be construed as a waiver of, or a consent to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, thatdeparture from, any such prepayment shall not be required to permanently reduce the Revolving Commitmentscovenant or obligation.

Mandatory Prepayments and Commitment Reductions. (ia) In If for any reason the event Total Revolving Extensions of Credit exceeds the lesser of (x) the Total Revolving Commitments then in effect and (y) the Maximum Permitted Outstanding Amount, the Borrowers shall immediately prepay the applicable Loans in an aggregate amount equal to such excess. (b) [Reserved]. (c) [Reserved]On March 31, 2021, the Total Revolving Commitments shall be reduced automatically to $400,000,000 and, concurrently with such reduction, the Borrowers shall make any DocID \\DC - 036150/000014 - 15261895 v6 (d) If any Indebtedness shall be incurred pursuant to Section 7.2(h), an amount equal to 100% of the termination Net Cash Proceeds thereof shall be immediately applied toward the prepayment of all the Loans. (e) Any reduction of the Revolving CommitmentsCommitments 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 outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Borrowers shall, to the extent of the balance of such excess, cash collateralize on or prior to the date of such terminationreduction (in the manner described in Section 3.9) or replace outstanding Letters of Credit. The application of any prepayment pursuant to Section 2.6 shall be made, repay first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Revolving Loans under Section 2.6 (except in the case of Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) At any time during the Suspension Period and upon the occurrence of any of the following events, the Borrowers shall prepay the Revolving Loans at par plus accrued and unpaid interest, in each case, on a dollar-for-dollar basis within one Business Day of receipt of such Net Cash Proceeds, in an amount equal to: (i) 100% of the Net Cash Proceeds of (a) any Disposition of assets (other than from (I) casualty or prepay condemnation events, (II) any intercompany transfers, provided proceeds from transfers of assets from Loan Parties to non-Loan Parties will not be so excluded, (III) other Dispositions of assets not to exceed $50,000,000 in the aggregate for all outstanding Revolving Loanssuch Dispositions, (IV) dispositions of worn out, surplus or obsolete equipment in the ordinary course of business and (V) Dispositions of assets the proceeds of which are to be applied to finance the acquisition of assets in respect of which the obligation to make such acquisition was incurred prior to the commencement of the Suspension Period (and was not incurred in contemplation thereof)) by the Parent Borrower or any of its Subsidiaries (or, in the case of any non-Wholly-Owned Subsidiary of the Parent Borrower, the applicable parent’s allocable share of such proceeds) and (b) any Designated Asset Sales. (ii) In the event of any partial reduction 100% of the Revolving Commitments Net Cash Proceeds of incurrences of Indebtedness of the Parent Borrower or its Subsidiaries other than (i) any intercompany Indebtedness of the Parent Borrower or any of its Subsidiaries, (ii) any re-financing of existing Indebtedness not increasing the existing amount (or commitments, if applicable) thereof in excess of the principal amount of the Indebtedness being refinanced, plus accrued interest, fees, premiums and refinancing expenses, (iii) Subscription Line Indebtedness, (iv) Indebtedness incurred pursuant to Section 2.07 or Section 2.09(b), then (x) at or debt facility commitments in existence prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders commencement of the Total Revolving Exposure after giving effect thereto Suspension Period (and not incurred in contemplation thereof) and any replacement or refinancing thereof not increasing the amount (or amount of commitments, as applicable) thereof and (yv) if Indebtedness to finance the Total Revolving Exposure would exceed acquisition of assets in respect of which the Total Revolving Commitments after giving effect obligation to make such reduction, then acquisition was incurred prior to the Borrower shall, on commencement of the date of such reduction, repay or prepay Revolving Loans Suspension Period (and was not incurred in an aggregate amount sufficient to eliminate such excess for such datecontemplation thereof). (iii) If at any time 100% of the Total Revolving Exposure exceeds Net Cash Proceeds from the Revolving Commitments at such time, the Borrower shall, without notice or demand, immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess; provided, that any such repayment or prepayment shall not be required to permanently reduce the Revolving Commitments below the Total Revolving Commitment then in effect. (iv) On (i) the date issuance of any Asset Sale Capital Stock by the REIT Entity (other than (A) issuances and settlements pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of shares of capital stock or rights to Wholly-Owned Subsidiaries of the Parent Borrower, (C) issuances of shares of Capital Stock in connection with the conversion of convertible shares or units of such party outstanding as of the DocID \\DC - 036150/000014 - 15261895 v6 date hereof or otherwise issued in compliance with Section 5.01(c) of the Merger Agreement and (D) issuances to finance the acquisition of assets in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect which the obligation to make such acquisition was incurred prior to the commencement of the Equity Interests Suspension Period (and was not incurred in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Daycontemplation thereof); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to the then aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 below. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving Commitments.

Mandatory Prepayments and Commitment Reductions. (ia) In Subject to any cure period permitted under Section 7.1, if on any date, the event aggregate amount of all Lenders’ Extensions of Credit exceeds the Minimum Collateral Threshold, the Borrowers shall immediately prepay the Borrower Obligations to the extent of such excess, provided that any such prepayment shall not constitute a reduction of the termination Commitments, provided further that if the aggregate principal amount of all Loans then outstanding is less than the Revolving Commitmentsamount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders in an amount equal to 105% of such balance of such excess and otherwise on terms and conditions satisfactory to the Administrative Agent. (b) The application of any prepayment pursuant to Section 3.2 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 3.2 shall be accompanied by accrued interest to the date of such termination, repay or prepay all outstanding Revolving Loansprepayment on the amount prepaid. (iic) In the event of any partial Any reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior shall be accompanied by prepayment of the Loans to the effective date extent, if any, that the Total Extensions of such reduction, Credit exceed the Administrative Agent shall notify the Borrower and the Revolving Lenders amount of the Total Revolving Exposure after giving effect thereto and (y) Commitments as so reduced, provided that if the Total Revolving Exposure would exceed aggregate principal amount of Loans then outstanding is less than the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date amount of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iii) If at any time the Total Revolving Exposure exceeds the Revolving Commitments at such timebecause L/C Obligations constitute a portion thereof), the Borrower shall, without notice or demand, immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate the extent of the balance of such excess; provided, that any such repayment or prepayment shall not be required to permanently reduce the Revolving Commitments below the Total Revolving Commitment then replace outstanding Letters of Credit and/or deposit an amount in effect. (iv) On (i) the date of any Asset Sale cash in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or cash collateral account established with the Administrative Agent for the benefit of the insurance proceeds relating to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shall, subject to Section 2.10(e) (including the reinstatement of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) Lenders in an amount equal to the then aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds 105% of such sale, total loss or other disposition balance of such excess and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 below. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral otherwise on terms and conditions satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving CommitmentsAdministrative Agent.

Mandatory Prepayments and Commitment Reductions. (ia) Within ten (10) days of the date of receipt by Borrower or any of its Subsidiaries of any Net 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 Term Advances and, second, after payment in full of the Term Advances, the outstanding Revolving 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 the termination Revolving Advances or cash collateralization of all Letters of Credit is required to be made under this Section 2.13(a), the Revolving Commitments, Credit Commitment Amount shall be permanently reduced immediately by the Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Loansamount thereof. (ii) In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07 or Section 2.09(b), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess for such date. (iiib) If at any time (A) the Total sum of the aggregate principal amount of the outstanding Revolving Exposure exceeds 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 Commitments at such timeCredit Commitment Amount, the Borrower shall, without notice demand or demandnotice, immediately repay or prepay Revolving Loans Advances or cash collateralize or replace Letters of Credit in an aggregate such amount sufficient as may be necessary to eliminate such excess; provided, that 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 such repayment contrary provision contained herein, the 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 shall not be required to permanently reduce of Term Advances or the termination or permanent reduction of the Revolving Commitments below Credit Commitment Amount or the Total Revolving L/C Commitment then in effectAmount, shall be accompanied by the payment of accrued interest on the amount prepaid to the date of payment. (ivc) On (i) the date of any Asset Sale in respect of a Collateral Vessel, Sale and Leaseback Transaction or other disposition (a “Collateral Disposition”) in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (such date, the “Collateral Disposition Date”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating Any prepayments made pursuant to such Total Loss (or, if such date is not a Business Day, on the following Business Day); provided that if any Collateral Vessel which is the subject of a Requisition is redelivered this Section 2.13 shall be applied first to Reference Rate Advances to the full control of extent then outstanding and then to Eurodollar Rate Advances to the Subsidiary Guarantor prior to such date, no prepayment or reduction shall be required, in each case, the Borrower shallextent then outstanding, subject to Section 2.10(e) (including the reinstatement 2.17(d). Any prepayments of the Reinstated Commitments), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient Term Advances made pursuant to eliminate such excess) in an amount equal this Section 2.13 shall be applied to the then aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such sale, total loss or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel) (such amount, the “Relevant Amount”); provided further that the Borrower shall be entitled to reinvest the proceeds of such sale, total loss or other disposition and subsequently reinstate such reduced Revolving Commitments, pursuant to paragraph (e) of this Section 2.10 belowremaining installments in reverse chronological order. (v) In the event the Borrower fails to satisfy the Collateral Maintenance Test, the Borrower shall, within 30 days thereafter, either (i) post additional collateral satisfactory to the Required Lenders or (ii) prepay the Revolving Facility and/or reduce the applicable Commitments in an amount sufficient to allow the Borrower to comply with the Collateral Maintenance Test; provided, that, any such prepayment shall not be required to permanently reduce the Revolving Commitments.