Common use of Mandatory Prepayments of the Loan Clause in Contracts

Mandatory Prepayments of the Loan. The Borrower shall, within two (2) Business Days after receipt, prepay the Loans with 100% of the Net Proceeds arising from any (i) Recovery Event (a “Recovery Event Mandatory Prepayment”) or (ii) Disposition (including the Net Proceeds from any Portfolio Optimization Sales, but excluding (A) the Net Proceeds from any Permitted Transfers and (B) any Exempted Proceeds) (a “Disposition Mandatory Prepayment”) in the manner provided for (with respect to any such Disposition Mandatory Prepayment) in Section 7.05(b)(vi)(C) or Section 7.05(c)(iii)(C), as applicable; provided, however, that (1) in no event shall any Prepayment Premium be payable in connection with any Recovery Event Mandatory Prepayment so long as no Event of Default exists and (2) the Prepayment Premium shall be payable in connection with any Disposition Mandatory Prepayment solely to the extent provided in Sections 7.05(b)-(c). Notwithstanding anything to the contrary contained herein, in connection with any mandatory prepayment to be made pursuant to Section 2.05(b), each Lender will have the right to refuse any such prepayment (excluding, for the avoidance of doubt, any Permitted Par Prepayment) by giving written notice (a “Rejection Notice”) of such refusal to the Borrower and the Administrative Agent by 11:00 a.m. one Business Day prior to the proposed date of any such prepayment, in which case such prepayment shall not be made by the Borrower. Any Lender that does not deliver a Rejection Notice on or prior to such date shall be deemed to have accepted such prepayment. All prepayments under this Section 2.05 shall be subject to Section 3.05, and shall be accompanied by interest on the principal amount prepaid as provided above. Notwithstanding anything to the contrary herein, any prepayment received by the Administrative Agent or any Lender during the existence of any Event of Default may be applied by the Administrative Agent (at the direction of the Required Lenders) to the Obligations in any order, proportion and percentage that the Required Lenders may determine in their sole and absolute discretion.

Mandatory Prepayments of the Loan. The Borrower shall, within two (2) Business Days after receipt, prepay the Loans with 100% of the Net Proceeds arising from any (i) Recovery Event If the Senior Obligations have been Paid in Full and otherwise satisfied pursuant to the terms and conditions set forth in the Subordination Agreement, then if at any time after the Completion Date the LTV Percentage exceeds the Maximum LTV Percentage (a “Recovery Event Mandatory PrepaymentPrepayment Event”), the Borrower shall prepay the Loan in an amount sufficient to reduce the LTV Percentage to the Maintenance LTV Percentage (the amount required to so reduce the LTV Percentage shall be determined on the initial date of such excess) or within ninety (ii90) Disposition days (including or, if the Net Proceeds from any Portfolio Optimization SalesLTV Percentage exceeds 60.0%, but excluding thirty (30) days) after the occurrence of such excess; provided, that (A) within thirty (30) business days of such Mandatory Prepayment Event, the Net Proceeds from any Permitted Transfers Borrower shall submit a plan acceptable to Lender in its reasonable discretion with respect to demands for payment under the Funding Trust Loans and Disposal by the DSTs of Equity Interests of Underlying Investment Funds and, (B) any Exempted Proceedswithin seventy-five (75) days of such Mandatory Prepayment Event, the applicable DSTs shall have entered into purchase and sale agreements with respect thereto with a buyer acceptable to Lender in its reasonable discretion, and (a “Disposition Mandatory Prepayment”C) in lieu of prepaying the manner provided for (with respect Loan pursuant to any such Disposition Mandatory Prepayment) in this Section 7.05(b)(vi)(C) or Section 7.05(c)(iii)(C2.03(b)(i), as applicable; provided, however, that (1) in no event shall any Prepayment Premium be payable in connection with any Recovery Event Mandatory Prepayment so long as no Event of Default exists and (2) the Prepayment Premium shall be payable in connection with any Disposition Mandatory Prepayment solely Borrower may pledge additional Collateral reasonably acceptable to the extent provided in Sections 7.05(b)-(c). Notwithstanding anything Lender, pursuant to documentation reasonably acceptable to the contrary contained hereinLender, within ninety (90) days (or, if the LTV Percentage exceeds 60.0%, thirty (30) days) after the occurrence of such excess, in connection with any mandatory prepayment order to be made pursuant to Section 2.05(b), each Lender will have the right to refuse any eliminate such prepayment (excluding, for the avoidance of doubt, any Permitted Par Prepayment) by giving written notice (a “Rejection Notice”) of such refusal to the Borrower and the Administrative Agent by 11:00 a.m. one Business Day prior to the proposed date of any such prepayment, in which case such prepayment shall not be made by the Borrower. Any Lender that does not deliver a Rejection Notice on or prior to such date shall be deemed to have accepted such prepayment. All prepayments under this Section 2.05 shall be subject to Section 3.05, and shall be accompanied by interest on the principal amount prepaid as provided above. Notwithstanding anything to the contrary herein, any prepayment received by the Administrative Agent or any Lender during the existence of any Event of Default may be applied by the Administrative Agent (at the direction of the Required Lenders) to the Obligations in any order, proportion and percentage that the Required Lenders may determine in their sole and absolute discretionexcess.