Common use of Principal Payments Clause in Contracts

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay to the Banks on the Termination Date the entire outstanding principal amount of the Loans. (b) The Borrowers may at any time and from time to time prepay all or a portion of the Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d). (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay to the Banks on the Termination Date the entire outstanding principal amount of the Loans. (b) The Borrowers may at any time and from time to time prepay all or a portion of the Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 1,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 3,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time (i) the Dollar Equivalent of the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitments or (ii) the Dollar Equivalent of the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d). (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period in the Permitted Currency in which such Loan is then denominated and the Agent shall readvance to the requesting Borrower the same amount of such Permitted Currency as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e3.1(d), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the last day of such Interest Period, the Original Dollar Amount of such Loan or portion thereof shall be adjusted to the amount in Dollars resulting from the conversion of the amount of such Permitted Currency so readvanced to Dollars determined as of the second Business Day preceding such day. On the date of each such continuation, if the aggregate principal amount Dollar Equivalent on such date of all Advances, including the Advances being continued, exceeds the Aggregate Commitmentaggregate amount of the Commitments of the Banks, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the Equivalent in Dollars of the outstanding principal amount of all Advances does not exceed the Aggregate Commitment aggregate amount of the Commitments as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay to the Banks on the Termination Date the entire outstanding principal amount of the Loans. (b) The Borrowers may at any time and from time to time prepay all or a portion of the Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the ShortLong-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d). (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any.

Principal Payments. (a) Unless earlier The Borrower shall repay in full all Loans on the Maturity Date unless payment is sooner required under this Agreement, the Borrowers hereunder and such repayment shall pay be applied pro rata to the Banks on the Termination Date the entire each outstanding principal amount of the LoansLoan. (b) The Borrowers may at any time and Prior to the Maturity Date, the Borrower: (i) may, from time to time prepay all on any Business Day, make a voluntary prepayment, in whole or a portion in part, of the Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line any Loans shall exceed the Aggregate Commitments or made as part of any particular Borrowing; provided that: (iiA) the aggregate outstanding no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for date and amount of such Borrower on Schedule 1.1, the Borrowers, prepayment (or telephonic notice promptly confirmed in the case of clause (iwriting) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the BanksAdministrative Agent, without demandnot later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, an amount not less than and of the amount of such excess for application prepayment that will be applied to the outstanding principal amount of the Loans, provided that if each Lender; and (C) any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral principal shall be under the sole and exclusive control of the Agentapplied pro rata to each outstanding Loan. (dii) Upon the consummation of shall immediately repay all Loans upon any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment acceleration of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount maturity of the mandatory prepayment under this Loans in connection with the occurrence of an Event of Default pursuant to Section 3.1(d7.02 (Action if Bankruptcy) shall equal 100% or 7.03 (Action if Other Event of Default) and such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Revolving Credit Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment repayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect pro rata to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d)each outstanding Loan. (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay to the Banks on the Termination Date the entire The outstanding unpaid principal amount of the Loansall Advances shall be payable in full upon December 29, 1998. (b) The Borrowers may at any time and Company shall have the right to prepay the outstanding Advances in whole or in part, from time to time prepay all or a portion of the Loans time, without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as subject to which an election for continuation of or conversion the Company's obligation to a Eurocurrency Rate Loan is pending pay the Commitment Fee pursuant to Section 2.7, 2.9 hereof and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required the Non-Usage Fee pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date2.8 hereof. (c) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans The Company shall exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances be obligated to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the BanksLender, without demandthe necessity of prior demand or notice from the Lender, an amount not less than and the Company authorizes the Lender to charge the Funding Account or any accounts of the Company in Lender's possession for the amount of such excess for application to the any outstanding principal amount of the LoansAdvance against a specific Residential Construction Loan, provided that if any such prepayment would be in excess of the outstanding amount of the LoansResidential A&D Loan, the Borrowers Aged Loan, Consumer Construction Loan, or the relevant BorrowerConsumer Lot Loan, as the case may be, shall deliver cash collateral upon the earliest occurrence of any of the following events: (1) Any Residential Construction Loan for any Sold Home and/or Speculative Home has been included in Collateral for more than two hundred seventy (270) days; except for any Residential Construction Loan for any Sold Home, Speculative Home and/or Lot that continues to be an Eligible Construction Loan at the Agent to secure the outstanding Letters of Credit in the amount end of such excess which is greater than the outstanding Loans period and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral event shall automatically be under the sole and exclusive control of the Agent.deemed an Aged Loan; (d2) Upon Any Residential Construction Loan for Model Homes has been included in Collateral for more than six hundred thirty (630) days; except for any Residential Construction Loan for any Model Home that continues to be an Eligible Construction Loan at the consummation end of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three such period and in such event shall automatically be deemed an Aged Loan; (3) Business Days after Any Residential A&D Loan has been included in Collateral for more than six hundred thirty (630) days; except for any such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, Residential A&D Loan that continues to be an Eligible Construction Loan at the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) end of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of period and in such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) event shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall automatically be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d).deemed an Aged Loan; (e4) IfAny Consumer Construction Loan or Consumer Lot Loan has been included in Collateral for more than five hundred forty (540) days; (5) Any Aged Loan has been included in Collateral (as an Aged Loan) for more than one hundred eighty (180) days; (6) Such Residential Construction Loan, pursuant to Section 2.7Residential A&D Loan, a Aged Loan, Consumer Construction Loan, or portion thereofConsumer Lot Loan is not or ceases to be an Eligible Construction Loan; or (7) Upon receipt by Company of payment by the Builder of such Residential Construction Loan, is continued, such Residential A&D Loan or portion thereof shall be repaid on Aged Loan in full; or (8) Upon receipt by Company of payment by the last day borrower of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of any such readvance toward the repayment of such Consumer Construction Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, Consumer Lot Loan in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if anyfull.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers Company shall pay to the Banks Revolving Credit Lenders on the Termination Date the entire outstanding principal amount of the LoansRevolving Credit Loans outstanding to it. If the Revolving Credit Advances at any time exceed the amount allowed pursuant to Section 2.1(d), the Company shall prepay the Revolving Credit Advances by an amount equal to or greater than such excess. (b) Unless earlier payment is required under this Agreement, the Company shall pay to the Term Loan Lenders the principal of the Term Loan in 30 consecutive quarterly installments payable on the last Business Day of each March, June, September and December, commencing with the last Business Day of June, 1997, as follows: (i) twenty six quarterly principal installments of $75,000 each for the first twenty six quarterly payments and (ii) four principal installments of $3,262,500 each for the next four quarterly installments, and on the Maturity Date the Term Loan shall be paid in full. (c) In addition to all other payments of the Loans required hereunder, the Company shall prepay the Loan by an amount equal to 100% of all of the Net Cash Proceeds from any sale or other disposition of any assets (other than the sale of inventory in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment which are not material in the aggregate and transfers of assets, including without limitation Capital Stock, between Guarantors or between the Company and Guarantors) in excess of $1,000,000 in aggregate amount in any fiscal year (other than such Net Cash Proceeds which are used within 180 days of the date received to replace the asset so sold or otherwise disposed of to acquire an asset of comparable value) which payments shall be due 20 days after the end of each month for all such sales and other dispositions during such month. The Borrowers Company shall provide a certificate to the Agent (d) In addition to all other payments of the Loans required hereunder, subject to Section 3.1(f) the Company shall prepay the Loans by an amount equal to 75% of all Net Cash Proceeds of any Subordinated Debt incurred at any time, excluding the Subordinated Debt incurred on the Effective Date pursuant to the Senior Subordinated Debt Documents. Such mandatory prepayments shall be applied pro rata between the Term Loan and the Revolving Credit Advances, and shall be applied to installments of the Term Loan in the inverse order or maturities until paid in full and any such payments on the Revolving Credit Advances shall permanently reduce the amount of the Revolving Credit Commitments by the amount of such payment. (e) In addition to all payments of the Loans required hereunder, subject to Section 3.1(f) the Company shall prepay the Loans by an amount equal to 75% of the Net Cash Proceeds from the issuance or other sale of any Capital Stock of the Company or any of its Subsidiaries. Such mandatory prepayments on the Loans shall be applied pro rata between the Term Loan and the Revolving Credit Advances, and shall be applied to installments of the Term Loan in the inverse order or maturities until paid in full and any such payments on the Revolving Credit Advances shall permanently reduce the amount of the Revolving Credit Commitments by the amount of such payment. (f) Notwithstanding Sections 3.1(d) or (e), the first $10,000,000 of the aggregate amount of the sum of the Net Cash Proceeds of any Subordinated Debt incurred after the Effective Date plus the Net Cash Proceeds from the issuance or other sale of any Capital Stock of the Company or any of its Subsidiaries after the Effective Date shall not be subject to the provisions of Section 3.1(d) or (e) if both before and after giving effect to such Net Cash Proceeds (i) no Unmatured Event or Event of Default shall exist, (ii) the Company is able to borrow at least $10,000,000 in Revolving Credit Loans and (iii) the Total Debt to EBITDA Ratio is at least 0.5 below the level required under this Agreement. (g) The Company may at any time and from time to time prepay all or a portion of the Loans Loans, without premium or penalty, provided that (i) a Borrower the Company may not prepay any portion of any Loan as to which an election for continuation of or a conversion to a Eurocurrency Rate LIBOR Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays the Company shall comply with all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day requirements of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving any payment of such noticeany LIBOR Loan, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (ciii) If at any time (i) the aggregate outstanding principal amount all optional prepayments of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments Loan shall be applied to repay Revolving Credit Loans and shall reduce installments due thereon in the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in inverse order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d)maturities. (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers Company shall pay to the Banks Agent for the account of the Lenders (i) on the Termination Date Date, the entire outstanding principal amount of all Revolving Credit Loans and (ii) on the Loansstated maturity date, the outstanding principal amount of all Swing Line Loans but in no event shall such date be later than the Termination Date. (b) The Borrowers Company may at any time and from time to time prepay all or a any portion of the Loans without premium or penaltypenalty upon notifying the Agent at least one Business Day prior to the date of any proposed prepayment, provided that (i) a Borrower the Company may not prepay any portion of any Revolving Credit Loan as to which an election for continuation of as or conversion to a Eurocurrency Eurodollar Rate Loan is pending pursuant to Section 2.73.1 or 3.4, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9Agreement, any Eurocurrency Eurodollar Rate Loan may only be prepaid paid on the last day of the then then-current Interest Period with respect to such Loan and no prepayments thereof are allowed, (iii) each such prepayment of any Revolving Credit Loan shall only be permitted if in a Borrower shall have given not less than one Business Days' notice thereof 1999 CREDIT AGREEMENT -18- 23 minimum amount and in integral multiples of $1,000,000, and (iv) each such prepayment with respect to prepayment of Floating Rate Loans which any Swingline Loan shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time (i) the aggregate principal amounts outstanding principal amount under the Loans and Letters of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1Commitments, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, Company shall forthwith immediately pay to the Banks, without demand, Agent for the account of the Lenders an amount not less than the amount of such excess for application excess, to be applied first to the amounts outstanding principal amount under the Revolving Credit Loans, then to the amounts outstanding under the remaining Loans, and the remainder, if any, to be held by the Agent on behalf of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, Lenders as the case may be, shall deliver cash collateral to the Agent to secure securing any reimbursement obligations which may arise under the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans and Credit, if any; the Company hereby grants to the Agent, Agent for the benefit of the Issuing Bank and the Banks, Lenders a first first-priority lien and security interest in such this cash collateral, and all such cash collateral shall be under in the Agent's sole and exclusive control of the Agentcontrol. (d) Upon If, at any time before the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets IssuanceReduction Date, the Borrowers shall make a mandatory prepayment aggregate face amount of the Bank Obligations outstanding under this AgreementLetters of Credit exceeds the lesser of $35,000,000 and the Commitment, subject or if, at any time on or after the Reduction Date, the aggregate face amount of the Letters of Credit exceeds the lesser of $10,000,000 and the Commitment, the Company shall immediately pay to the following provisions governing Agent for the application account of payments, in the Lenders an amount equal to fifty percent (50%) not less than the amount of such Net Cash Proceeds; providedexcess, however, that if to be applied first to the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, and the amount remainder, if any, to be held by the Agent on behalf of each Designated Prepayment shall be applied the Lenders as cash collateral for securing any reimbursement obligations owing in connection with which may arise under the outstanding Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d). (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any.

Principal Payments. (a) Unless earlier The Borrower shall repay in full all Loans on the Maturity Date unless payment is sooner required under this Agreement, the Borrowers hereunder and such repayment shall pay be applied pro rata to the Banks on the Termination Date the entire each outstanding principal amount of the LoansLoan. (b) The Borrowers may at any time and Prior to the Maturity Date, the Borrower: (i) may, from time to time prepay all on any Business Day, make a voluntary prepayment, in whole or a portion in part, of the Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time (i) the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made which, after giving effect thereto, would result in the Revolving Credit Advances aggregate outstanding principal amount thereof being less than (1) if in Dollars, $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof or (2) if in an Alternate Currency, the Dollar Equivalent of $1,000,000 (unless repaid in full) or other than an integral multiple of 1,000 units of such currency for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and Swing Line Loans amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 3:00 p.m. (New York time) at least one (1) Business Day in the case of Dollar Loans, and three (3) Business Days in the case of Alternate Currency Loans, prior to the date of such prepayment. The Administrative Agent shall exceed promptly notify each Lender of its receipt of such notice, and of the Aggregate Commitments or amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; (iii) shall immediately repay Loans to the extent required to satisfy the Overcollateralization Test at all times and such repayment shall be applied pro rata to each outstanding Loan; and (iv) shall immediately prepay the Loans upon demand of the Administrative Agent (acting on the instructions of the Required Lenders) if, on any Calculation Date by reason of fluctuations in Exchange Rates, the Dollar Equivalent of the then aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans exceeds one hundred and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty five percent (50105%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; providedCommitments, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect but only to the reduction of the Revolving Credit Loans on extent required to eliminate any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d)excess. (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any.

Principal Payments. (a) Unless earlier payment If the maturity of the Term Loan is required under this Agreementextended pursuant to Section 2.9, the Borrowers shall pay principal payments with respect to the Banks Term Loan shall be due and payable on the Termination first Payment Date after the entire outstanding principal Originally Scheduled Term Maturity Date in an amount of equal to the LoansTerm Amortization Payment. (b) The Borrowers may at any time and from time to time prepay all or a portion If the maturity of the Loans without premium or penaltyTerm Loan is extended pursuant to Section 2.9, provided that Borrower will also make annual mandatory prepayments on the Term Loan during the first one hundred twenty (120) days of each fiscal year, each such payment in an amount equal to twelve and fifty-hundredths percent (12.50%) of the sum which is equal to: (i) a Borrower may not prepay any portion of any Loan as to which an election Borrower's Cash Flow for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and the preceding fiscal year minus (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day one hundred percent (100%) of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and Borrower's Cash Flow which the Borrower needed to have for such fiscal year in integral multiples of $100,000, order to satisfy (but not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be exceed) the Borrower's Debt Service Coverage Ratio covenant for such fiscal year as set forth in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date7.7. (c) If at any time In the event of one or more Securities Offerings (i"Securities Offering Prepayment Event") raising in the aggregate outstanding principal amount more than Five Million Dollars net of expenses, Borrower will make to Lender, within ten (10) days after a demand made by Lender within two (2) years after the occurrence of the Revolving Credit Advances Securities Offering Prepayment Event, which Lender may (but will have no obligation to) exercise in its sole and Swing Line Loans shall exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1absolute discretion, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit make a payment in the amount demanded by Lender (not to exceed the unpaid principal balance of the Term Loan Note, all accrued and unpaid interest and all other amounts payable under the Credit Documents); and any such excess additional partial principal prepayment will be applied in the inverse order of scheduled maturities. If a Securities Offering Prepayment Event has occurred and Lender has not demanded payment of the full amount for which it is greater than the outstanding Loans and the Company hereby grants entitled to make demand pursuant to the Agentpreceding sentence, Borrower shall upon demand by Lender deliver and pledge to Lender, as security for the benefit of the Issuing Bank and the BanksObligation, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent the maximum amount for which Lender could have made a prepayment demand but did not (50%"Required Cash Pledge"). The Required Cash Pledge shall be held by Bank and may be commingled with its general funds. The Required Cash Pledge (or such much thereof as is held by Lender from time to time) shall accrue interest for the benefit of Borrower initially at the per annum rate at which interest is publicly quoted to accrue on twelve (12) month certificates of deposit issued by Lender in the amount of the Required Stock Pledge on the date the pledge is made, and such Net interest rate shall be adjusted annually on each anniversary of the date the Required Stock Pledge was made to that per annum rate at which interest is publicly quoted to accrue on twelve (12) month certificates of deposit issued by Lender in the amount of the Required Cash ProceedsDeposit (or as much thereof as is held by Lender) on such anniversary date. Interest on the Required Stock Pledge shall be calculated on the basis of a 365/366 day year and the actual number of days elapsed. If no Event of Default exists, Lender will remit to Borrower not later than the 10th day of each January interest accrued on the Required Cash Deposit during the preceding calendar year and not previously remitted to Borrower or applied to the Obligation. Notwithstanding this Section 2.4(c) to the contrary, Borrower may substitute from time to time for any deposits then held by Lender as part of the Required Stock Pledge or other property previously substituted pursuant to this sentence, investments of the type which Borrower is permitted to make pursuant to subsection 7.9(iii)-(v) and such other property which Lender approves in writing in its sole and absolute discretion. Borrower hereby acknowledges that pursuant to the Security Agreement executed by Borrower, Lender has a security interest in the Required Cash Pledge and the proceeds (including interest) thereof; provided, however, that if Borrower will execute such additional documents and take such further actions as Lender may deem necessary or desirable in its sole and absolute discretion to perfect such security interest. Lender may at any time apply the remaining fifty percent Required Cash Pledge (50%and interest accrued thereon) to the Obligation, whether or not then due; and shall apply any cash then being held by Lender as part of the Required Cash Pledge to payments of principal on the Term Note as and when they become due. (d) If Lender has determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the Closing Date, does or will have the effect of reducing the rate of return on Lender's capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such Net Cash Proceeds are not simultaneously applied adoption, change or compliance (taking into consideration Lender's policies with respect to reduce amounts outstanding under the Short-Term Credit Agreementcapital adequacy) by a material amount, then from time to time, after submission by Lender to Borrower of a written demand therefor ("Capital Adequacy Demand") together with the certificate described below, Borrower will pay to Lender such additional amount or amounts ("Capital Adequacy Charge") as will compensate Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Lender claiming entitlement to payment as set forth above will be conclusive in the absence of manifest error. Such certificate will set forth the nature of the occurrence giving rise to such reduction, the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of Capital Adequacy Charge to be paid to Lender, and the method by which such Net Cash Proceedsamount was determined. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as In determining such amount, Lender may use any reasonable averaging and attribution method, applied on a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d)nondiscriminatory basis. (e) IfThe unpaid principal balance, pursuant all accrued and unpaid interest and all other amounts payable hereunder with respect to Section 2.7, a Loan, or portion thereof, is continued, such the Term Loan or portion thereof shall will be repaid due and payable in full on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if anyTerm Maturity Date.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay to the Banks on the Termination Date the entire The outstanding principal amount of the Loans.Loans shall be payable as follows: (ba) The Borrowers may Loans may, at any time and from time to time prepay all time, voluntarily be paid or a portion of the Loans prepaid in whole or in part without premium or penalty, provided except that with respect to any voluntary prepayment under this Section, (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such partial prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 1,000,000 and in an integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples multiple of $500,000, such notice specifying (ii) the Loan or portion thereof to be so prepaid and Administrative Agent shall have paid received written notice of any prepayment by 9:00 a.m. Nevada time on the Business Day prior to the Banksdate of prepayment (which must be a Business Day) in the case of a Base Rate Loan, together with such and, in the case of a LIBOR Loan, three Business Days before the date of prepayment (which must be a Business Day), which notice shall identify the date and amount of the prepayment and the Loan(s) being prepaid, (iii) each prepayment of principal, all principal on any LIBOR Loan shall be accompanied by payment of interest accrued interest to the date of payment on such the amount of principal paid, (iv) any payment or prepayment of all or any part of any LIBOR Loan or portion thereof so prepaid on a day other than the last day of the applicable Interest Period shall be subject to Section 3.9(e) and all amounts owing to (v) upon any partial prepayment of a LIBOR Loan that reduces the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or below $2,000,000, the remaining portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified dateautomatically convert to a Base Rate Loan. (cb) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1not sooner paid, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans shall be payable as follows: (i) to the extent that, on any date when Construction Loans are made, there are any outstanding Revolving Loans or Swing Line Loans, provided that if any the proceeds of such prepayment would Construction Loans shall be in excess used to reduce the outstanding principal balance of the Revolving Loans and Swing Line Loans to zero (but without reducing the Revolving Commitment); (ii) the amount, if any, by which the Revolving Outstandings at any time exceed the then applicable Revolving Commitment (including as it may be reduced from time to time pursuant to Section 2.5), shall in each case be payable immediately. (iii) Borrower shall repay the outstanding principal amount of the Loans, Construction Loans and the Borrowers or Converted Term Loans on each Amortization Date in the amount set forth below opposite the relevant BorrowerAmortization Date, as the case may be, shall deliver cash collateral with each such payment being applied ratably to the Agent principal amount of the Construction Loans and Converted Term Loans then outstanding: June 30, 2009, September 30, 2009 and December 31, 2009 $ 1,000,000 March 31, 2010 through and including December 31, 2010 $ 3,750,000 March 31, 2011 and each subsequent Amortization Date thereafter $ 5,000,000 and (iv) the principal Indebtedness under the Loans shall in any event be payable on the Maturity Date. (c) The Loans shall be subject to secure mandatory prepayment in an amount equal to: (i) 100% of all Net Proceeds from Asset Sales (other than Asset Sales permitted by Section 6.1) except to the outstanding Letters extent that such Net Proceeds are applied to purchase Replacement Assets during the 360 day period following receipt thereof. To the extent that such Net Proceeds are not applied to the purchase of Credit Replacement Assets during such period then, at the end of such period Borrower shall prepay the Loans in the manner set forth below; and (ii) 100% of the proceeds from any casualty insurance, condemnation, eminent domain or similar takings, provided that, if no Default or Event of Default has then occurred and remains continuing or would result therefrom (A) to the extent that Borrower has previously received Designated Bridge Equity Contributions in respect of the casualty giving rise to such proceeds, Borrower may instead distribute the amount of such proceeds to Holding or the Members in an amount not to exceed the related Designated Bridge Equity Contributions, (B) if not used in accordance with clause (A) and the Completion Date has not yet occurred, such proceeds shall be deposited into the Operating Account (but shall not be considered Cash Equity) and shall thereafter be available for the payment of Project Costs, and (C) if not used in accordance with clause (A) and the Completion Date has occurred, then: (1) Borrower may retain for its own account any such net proceeds which are in an aggregate amount not in excess of $25,000,000 to the extent that Borrower and its Restricted Subsidiaries apply such net proceeds to replace, repair or restore the property damaged, destroyed or taken to which is greater such net proceeds relate or to the extent applied to the purchase or construction of Replacement Assets of a similar character during the Reinvestment Period; and (2) if the amount of such net proceeds are in excess of $25,000,000, but less than $100,000,000, then such proceeds shall be remitted to the outstanding Administrative Agent to be held as cash collateral for the Obligations, and may be remitted to Borrower to replace, repair or restore the property damaged, destroyed or taken to which such net proceeds relate or for the purchase or construction of Replacement Assets during the Reinvestment Period if the Administrative Agent determines that such net proceeds are adequate (when taken with any equity contributions agreed to by Holding or the Members and any other cash resources reasonably available to Borrower) to so repair, replace or construct Replacement Assets serving the same or a similar function; (iii) In respect of each Fiscal Year commencing with the Fiscal Year ending December 31, 2009, not later than March 31 of the immediately following year, Borrower shall prepay the Loans in an amount equal to the Applicable Percentage of Excess Cash Flow for such Fiscal Year. Each prepayment under clause (c) above shall be applied to the prepayment of (and permanent reduction of the Commitments) the Obligations in the following manner: first, ratably to the principal amount of the Construction Loans and the Company hereby grants Converted Term Loans outstanding on the date of such prepayment; and second, to the Agent, for the benefit outstanding principal balance of the Issuing Bank Revolving Loans and to Cash Collateralize Letters of Credit (provided that such prepayment shall not automatically and permanently reduce the Banks, a first priority lien Revolving Commitment unless an Event of Default has occurred and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agentis continuing). (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a Each mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to Construction Loans and the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Converted Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments Loans shall be applied ratably to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d)remaining installments due thereunder. (e) If, pursuant to Section 2.7, a Loan, Each optional prepayment of the Construction Loans or portion thereof, is continued, such Loan or portion thereof the Converted Term Loans shall be repaid on applied to installments in the last day manner specified by Borrower within ten Business Days of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advancesprepayment (or, in such order as determined by the Borrowersabsence of a timely specification, in an amount such that ratably to all remaining installments of the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if anyrelevant Loans).

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay to the Banks on the Termination Date the entire outstanding principal amount of the Loans. Such Loans shall be repaid in the Agreed Currency in which such Loans were originally extended. The Borrowers shall be jointly and severally liable for all such principal amounts as contemplated in Section 8.14. (b) The Borrowers may at any time and from time to time prepay all or a portion of the Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. All such principal prepayments and related interest payments shall be made in the Agreed Currency in which the related Loan was originally extended. The Borrowers shall be jointly and severally liable for all such principal and interest amounts as contemplated in Section 8.14. (c) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitments Commitment for any reason other than fluctuations in currency exchange rates or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit sublimit, if any, specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if . If any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the make an additional payment in respect of outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans Loans. If, after the repayment of all amounts owing in respect of Letters of Credit, which amounts shall equal no less than the aggregate maximum amount then available to be drawn under all of the outstanding Letters of Credit, and the Company hereby grants termination and expiration of such Letters of Credit, any portion of the above described payment remains, such remaining payment amount shall be returned to the AgentBorrowers. If at any time the Dollar Amount of the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans exceeds (x) 105% of the Aggregate Commitment prior to the occurrence of an Event of Default and (y) 100% subsequent to the occurrence of an Event of Default, as a result of fluctuations in currency exchange rates, the Borrowers, for the ratable benefit of the Issuing Bank and the Banks, a first priority lien and security interest shall immediately prepay Loans in an aggregate amount such collateral, and all such cash collateral shall be under that after giving effect thereto the sole and exclusive control Dollar Amount of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower aforementioned outstanding principal obligations is less than or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate no amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans due and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment payable under Section 3.9 shall be required in connection with as a repayment result of Bank Obligations under this Section 3.1(d)such prepayment occurring on a day other than the last day of an Interest Period. (d) [Reserved] (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any. (f) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the "New Currency") are introduced and the type of currency in which the Advance was made (the "Original Currency") no longer exists or the Borrowers are not able to make payment to the Agent for the account of the Banks in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the Borrowers are not able to make payment to the Agent for the account of the Banks in the type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) of such Advance.

Principal Payments. (a) Unless earlier The Borrower shall repay in full all Loans on the Maturity Date unless payment is sooner required under this Agreementhereunder and such repayment shall be applied pro rata to each outstanding Loan, regardless of whether it is a Tranche A Loan, a Tranche B Loan, a Tranche C Loan or a Loan of any other tranche, except in connection with a voluntary repayment, in which case each repayment shall be made in the Borrowers shall pay to the Banks on the Termination Date the entire outstanding principal amount of the Loansorder specified in clause (b)(i) below. (b) The Borrowers may at any time and Prior to the Maturity Date, the Borrower: (i) may, from time to time prepay all on any Business Day, make a voluntary prepayment, in whole or a portion in part, of the Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line any Loans shall exceed the Aggregate Commitments or made as part of any particular Borrowing; provided that: (iiA) no such prepayment may be made which, after giving effect thereto, would result in the aggregate outstanding principal amount thereof being less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for date and amount of such Borrower on Schedule 1.1, the Borrowers, prepayment (or telephonic notice promptly confirmed in the case of clause (iwriting) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the BanksAdministrative Agent, without demandnot later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, an amount not less than and of the amount of such excess for application prepayment that will be applied to the outstanding principal amount of the Loans, provided that if each Lender; and (C) any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments principal shall be applied to repay Revolving Credit (x) first, Tranche C Loans and shall reduce until the Aggregate Commitment; provided, however, that notwithstanding the aggregate principal amount of Tranche C Loans outstanding is zero; (y) second, Tranche B Loans until the principal amount of Tranche B Loans outstanding is zero; and (z) third, Tranche A Loans thereafter. If additional tranches of Loans are established hereunder, they shall be named alphabetically in order of creation and any prepayment pursuant to this (b)(i) shall be made in the inverse order of such Designated Prepayments, the Aggregate Commitment tranche’s alphabetical order. (ii) shall not be reduced below $250,000,000. Following the payment in full immediately repay all Loans upon any acceleration of the Revolving Credit Loans, maturity of the amount Loans in connection with the occurrence of each Designated Prepayment an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied as cash collateral for obligations owing in connection with Letters pro rata to each outstanding Loan, regardless of Credit. With respect whether it is a Tranche A Loan, a Tranche B Loan, a Tranche C Loan or a Loan of any other tranche; and (iii) shall immediately repay Loans to the reduction of extent required to satisfy the Revolving Credit Loans on any date, Designated Prepayments Overcollateralization Test at all times and such repayment shall first be applied pro rata to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order each outstanding Loan, regardless of maturity. No payment under Section 3.9 shall be required in connection with whether it is a repayment of Bank Obligations under this Section 3.1(d). (e) If, pursuant to Section 2.7Tranche A Loan, a Tranche B Loan, or portion thereof, is continued, such a Tranche C Loan or portion thereof shall be repaid on the last day a Loan of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if anyany other tranche.

Principal Payments. (a) Unless earlier The Borrower shall repay in full all Loans on the Maturity Date unless payment is sooner required under this Agreement, the Borrowers hereunder and such repayment shall pay be applied pro rata to the Banks on the Termination Date the entire each outstanding principal amount of the LoansLoan. (b) The Borrowers may at any time and Prior to the Maturity Date, the Borrower: (i) may, from time to time prepay all on any Business Day, make a voluntary prepayment, in whole or a portion in part, of the Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time (i) the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made which, after giving effect thereto, would result in the Revolving Credit Advances aggregate outstanding principal amount thereof being less than (1) if in Dollars, $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof or (2) if in an Alternate Currency, the Dollar Equivalent of $1,000,000 (unless repaid in full) or other than an integral multiple of 1,000 units of such currency for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and Swing Line Loans amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ in the case of Dollar Loans, and three (3) Business Days in the case of Alternate Currency Loans, prior to the date of such prepayment. The Administrative Agent shall exceed promptly notify each Lender of its receipt of such notice, and of the Aggregate Commitments or amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; (iii) shall immediately repay Loans to the extent required to satisfy the Overcollateralization Test at all times and such repayment shall be applied pro rata to each outstanding Loan; and (iv) shall immediately prepay the Loans upon demand of the Administrative Agent (acting on the instructions of the Required Lenders) if, on any Calculation Date by reason of fluctuations in Exchange Rates, the Dollar Equivalent of the then aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans exceeds one hundred and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty five percent (50105%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; providedCommitments, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect but only to the reduction of the Revolving Credit Loans on extent required to eliminate any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d)excess. (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any.

Principal Payments. (a) Unless earlier The Borrower shall repay in full all Loans on the Maturity Date unless payment is sooner required under this Agreement, the Borrowers hereunder and such repayment shall pay be applied pro rata to the Banks on the Termination Date the entire each outstanding principal amount of the LoansLoan. (b) The Borrowers may at any time and Prior to the Maturity Date, the Borrower: (i) may, from time to time prepay all on any Business Day, make a voluntary prepayment, in whole or a portion in part, of the Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line any Loans shall exceed the Aggregate Commitments or made as part of any particular Borrowing; provided that: (iiA) no such prepayment may be made which, after giving effect thereto, would result in the aggregate outstanding principal amount thereof being less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for date and amount of such Borrower on Schedule 1.1, the Borrowers, prepayment (or telephonic notice promptly confirmed in the case of clause (iwriting) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the BanksAdministrative Agent, without demandnot later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, an amount not less than and of the amount of such excess for application prepayment that will be applied to the outstanding principal amount of the Loans, provided that if each Lender; and (C) any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral principal shall be under the sole and exclusive control of the Agentapplied pro rata to each outstanding Loan. (dii) Upon the consummation of shall immediately repay all Loans upon any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment acceleration of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount maturity of the mandatory prepayment under this Loans in connection with the occurrence of an Event of Default pursuant to Section 3.1(d7.02 (Action if Bankruptcy) shall equal 100% or 7.03 (Action if Other Event of Default) and such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments repayment shall be applied pro rata to each outstanding Loan; and (iii) shall immediately repay Revolving Credit Loans to the extent required to satisfy the Overcollateralization Test at all times and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment repayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect pro rata to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d)each outstanding Loan. (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any.

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay to the Banks on the Termination Date the entire outstanding principal amount of the Loans. (b) The Borrowers may at any time and from time to time prepay all or a portion of the Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof on the Business Day of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000Loans, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000Loans, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time (i) the Dollar Equivalent of the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitments or (ii) the Dollar Equivalent of the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1l.l(a), the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d). (e) If, pursuant to Section 2.7, a LoanBorrowing, or portion thereof, is continuedcontinued or converted, such Loan Borrowing or portion thereof shall be repaid on the last day of the related Interest Period in the Permitted Currency in which such Borrowing is then denominated and (i) in the case of any conversion, the Agent shall readvance to the requesting Borrower making such request the Equivalent of the Original Dollar Amount of the Borrowing or portion thereof as has been so repaid by the Borrower in the Permitted Currency requested pursuant to Section 2.7, and (ii) in the case of any continuation when the aggregate outstanding amount of Advances exceeds 90% of the Aggregate Commitment, the Agent shall readvance to the Borrower the same amount of such Permitted Currency as has been so repaid. The Agent shall provide prompt notice to the Company and the Banks of the activation of clause (ii) above. For purposes of effecting the repayment required by this Section 3.1(e3.1(d), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan Borrowing or portion thereof on the last day of the related Interest Period. In the case of any conversion, the Agent shall be deemed to have applied the proceeds of such Advance toward the purchase of the Permitted Currency to be repaid and to have applied the proceeds of such purchase toward such repayment. If after any such application there shall remain owing an amount of the Permitted Currency due to the Agent, for the benefit of the Banks, or if an excess of such Permitted Currency shall result, such Borrower shall pay to the Banks, or, if no Default or Event of Default shall have occurred and be continuing, the Banks shall return to such Borrower the amount of such deficiency or such excess. In the case of any continuation described in clause (ii) above, on the last day of such Interest Period, the Original Dollar Amount of such Borrowing or portion thereof shall be adjusted to equal the amount in Dollars resulting from the conversion of the amount of such Permitted Currency so readvanced to Dollars determined as of the second Business Day preceding such day. On the date of each such conversion or continuation, if the aggregate principal amount Dollar Equivalent on such date of all outstanding Advances, including the Advances being continuedcontinued or converted, exceeds exceed, the Aggregate Commitment, the Borrowers Borrower shall prepay take the Advances, following actions in the following order until such order as determined by excess of the Borrowers, in an amount such that the outstanding principal amount Dollar Equivalent of all Advances does not exceed over the Aggregate Commitment as aggregate Commitments of the Banks is eliminated: (a) on such date, together with all amounts owing first, reduce or withdraw any pending request for a new Advance in Dollars to be made on such date, second, repay in Dollars any Floating Rate Loan denominated in Dollars then outstanding, and third, reduce the Banks under Section 3.9 amount of, or repay, in connection therewiththe Permitted Currency in which such Borrowing is denominated, if anyany Advance which the Borrower has requested to be converted or continued on such date, and (b) on the last day of each Eurocurrency Interest Period ending thereafter, reduce the amount of, or repay in the Permitted Currency in which such Borrowing is denominated, any Advance which the Borrower has requested to be converted or continued on such last day.

Principal Payments. The Borrower shall make payment in full of the unpaid Principal Amount of all Loans on the Final Maturity Date. Prior thereto, the Borrower: (a) Unless earlier payment may, from time to time on any Business Day which is required under this Agreementthe last day of any Interest Period or (subject to Section 4.3) on any other Business ----------- Day, the Borrowers shall pay to the Banks on the Termination Date the entire outstanding principal amount make a voluntary prepayment, in whole or in part, of the then outstanding Principal Amount of all Loans; provided, however, that: -------- ------- (i) the Borrower shall give the Administrative Agent not less than three nor more than five Business Days' prior written notice (counting the date on which such notice is given) of any such voluntary prepayment, which notice, once given, shall be irrevocable; and (ii) all such partial voluntary prepayments shall be in an aggregate Principal Amount which is a minimum of $5,000,000 and an integral multiple of $1,000,000. (b) The Borrowers may at any time and from time to time prepay all or shall, within five Business Days following the occurrence of a portion Change in Control (of the Loans without premium or penalty, provided that type described in clause (ia) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if definition ---------- thereof), make a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to mandatory prepayment of Floating Rate the Principal Amount of all Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment outstanding on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time shall, on each Quarterly Payment Date prior to the Final Maturity Date, make a mandatory repayment of the Tranche A Loans outstanding on such date in a Principal Amount equal to the quotient of (i) the aggregate outstanding principal amount Principal Amount of the Revolving Credit Advances Tranche A Loans outstanding on such date (before giving effect to all other prepayments or repayments required to be made on such date and Swing Line without giving effect to any prepayment of the Tranche A Loans shall exceed the Aggregate Commitments as a result of any prepayment made pursuant to clause (f)(i) (in a ------------- Principal Amount of not in excess of $12,500,000) or pursuant to clause ------ (h) and/or (i) (in an aggregate Principal Amount of not in excess of an --- --- aggregate of $12,500,000), in each case on or prior to September 30, 1997) divided by (ii) the aggregate outstanding principal amount number of Quarterly Payment Dates scheduled ------- -- to occur during the Revolving Credit Advances to any Borrower shall exceed period commencing on such date and ending on (and including) the sublimit specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the AgentFinal Maturity Date. (d) Upon shall, on each Quarterly Payment Date prior to the consummation Final Maturity Date, make a mandatory repayment of each type of Tranche B Loans outstanding on such date in a Principal Amount equal to the quotient of (i) the aggregate Principal Amount of each such type of Tranche B Loans outstanding on such date (before giving effect to all other prepayments or repayments required to be made on such date and without giving effect to any prepayment of either such type of Tranche B Loan as a result of any Capital Markets Issuance prepayment made pursuant to clause (f)(i) (in a Principal Amount of not in ------------- excess of $12,500,000) or pursuant to clause (h) and/or (i) (in an ---------- --- aggregate Principal Amount of not in excess of an aggregate of $12,500,000), in each case on or prior to September 30, 1997) divided by any Borrower or any Subsidiary thereof------- -- (ii) the aggregate number of Quarterly Payment Dates scheduled to occur during the period commencing on such date and ending on (and including) the Final Maturity Date. (e) shall, within three (3) Business Days after any Business Day on which any Tranche B Gold Loan is outstanding and on which: (i) the Dollar equivalent (calculated as at such earlier Business Day) of the Principal Amount of such Tranche B Gold Loan outstanding on such earlier Business Day (ii) one hundred and fifty per cent (150%) of the Dollar equivalent (calculated at the relevant Loan Base Price with respect to such Tranche B Gold Loan) of the Principal Amount of such Tranche B Gold Loan, at the Borrower's or such Subsidiary's receipt discretion, take either of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall following actions: (x) make a mandatory prepayment of the Bank Obligations outstanding under this Agreementsuch Tranche B Gold Loan pursuant to clause ------ (j) and, simultaneously therewith, convert, subject to Section 4.3, and --- ----------- pursuant to Section 2.4, such Tranche B Gold Loan into a Tranche B Dollar ----------- Loan or (y) arrange for the following provisions governing provision of collateral (other than collateral already subject to (or required to be subject to) any Security Document) in a form and on terms acceptable to the application of payments, in an amount Required Lenders with a value at least equal to fifty percent (50%) the Dollar equivalent of such excess. Such collateral shall be held by the Administrative Agent for the rateable benefit of the Tranche B Lenders and shall be released by the Administrative Agent to the Borrower at the end of the first consecutive period of ten (10) Business Days following the provision thereof during which, on each Business Day occurring during such period, the event described in this clause which resulted in the provision of such collateral no longer exists. In the absence of any election by the Borrower as aforesaid, the Borrower shall be deemed to have elected to make the mandatory prepayment and conversion referred to in sub-clause (x) on the date which is three Business Days -------------- after the occurrence of the event described in this clause. (f) shall (without prejudice to clause (g)), within five Business ---------- Days following the receipt of Net Cash Proceeds; providedIssuance Proceeds resulting from any issuance of Approved Subordinated Indebtedness (Borrower) (excluding, however, that if any Approved Subordinated Indebtedness (Borrower) issued (following the giving of any required consent or waiver pursuant to the Loan Documents) for the sole purpose of refinancing any then outstanding Approved Subordinated Indebtedness (Borrower)) or of its equity share capital to any Person, make a mandatory prepayment of all Loans outstanding on such date in a Principal Amount of (i) 100% of the first $25,000,000 of the aggregate Net Issuance Proceeds from all such issuances, (ii) 25% of all such remaining fifty percent Net Issuance Proceeds (50%in the case of any such issue of equity share capital), and (iii) 100% of all such remaining Net Cash Issuance Proceeds are not simultaneously applied (in the case of any such issue of Approved Subordinated Indebtedness (Borrower)). (g) shall (without prejudice to reduce the provisions of the DOCLOC Support Agreement), within five Business Days following the receipt by the Borrower of any cash proceeds (i) resulting from any exercise of the Lender's Purchase Option (as defined in the 1994 DOCLOC Facility Agreement), or (ii) remaining after the application against any amounts outstanding under the Short-Term Credit 1994 DOCLOC Facility Agreement of the proceeds of any other issuance of any equity share capital by the Borrower to Cyprus Amax pursuant to the 1994 DOCLOC Facility Agreement, then the amount of the make a mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit all Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing outstanding on such date and then in a Principal Amount equal to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d)such cash proceeds. (eh) Ifshall, within five Business Days following the receipt of Net Disposition Proceeds resulting from a disposition of any Material Asset as permitted pursuant to clause (d) of Section 7.2.10, make a mandatory ---------- -------------- prepayment of all Loans outstanding on such date in a Principal Amount equal to such Net Disposition Proceeds. (i) shall, within thirty (30) Business Days after the end of each Fiscal Quarter commencing with the Fiscal Quarter ending June 30, 1997 (each such date, a "Cash Flow Prepayment Date"), make a mandatory ------------------------- prepayment of all Loans outstanding on such Cash Flow Prepayment Date in a Principal Amount equal to 50% of Historical Net Cash Flow for the Fiscal Quarter ending immediately prior to such Cash Flow Prepayment Date. (j) shall, on each effective date of (and simultaneously with, and as a condition to) a conversion of Tranche B Gold Loans into Tranche B Dollar Loans pursuant to Section 2.72.4, 4.1 or 4.5 or clause (e)(x), make a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day ----------- --- --- ------------- mandatory prepayment of the related Interest Period and the Agent shall readvance Tranche B Dollar Loans outstanding (or to be outstanding) on such date in a Principal Amount equal to the requesting Borrower product of (i) the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuationexcess, if any, of (x) the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, London Price in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of effect two Business Days prior to such date, together less (y) the Loan Base Price with all amounts owing respect to such ---- Tranche B Gold Loans, multiplied by (ii) the Banks under Section 3.9 in connection therewithPrincipal Amount of the ---------- -- Tranche B Gold Loans converted. (k) shall, if any.within five Business Days of the receipt of proceeds of any insurance policy which are required by the terms of clauses (c)(i) and -------------- (iv) of Section

Principal Payments. (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay to the Banks on the Termination Date the entire outstanding principal amount of the Loans. (b) The Borrowers may at any time and from time to time prepay all or a portion of the Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d). (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e3.1(d), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any.

Principal Payments. (a) Unless earlier payment is required under this AgreementUpon acceleration of the Loan, if the Borrowers shall pay Loan has been accelerated by the Agent (or the Facility has been automatically terminated) upon an Event of Default, or at the Maturity Date, all accrued and unpaid interest, principal and other Obligations due with respect to the Banks on Loan shall be due and payable in full, and the Termination Date principal balance and such other Obligations, but not unpaid interest, shall continue to bear interest at the entire outstanding principal amount of the LoansDefault Rate until so paid. (b) The Borrowers may at any time and Borrower shall have the right to prepay the outstanding Advances in whole or in part, from time to time prepay all or a portion of the Loans time, without premium or penalty, provided that that: (i) a the Agent shall have actually received from the Borrower may not prepay any portion prior written Notice of any Loan as (a) the Borrower’s intent to prepay, (b) the amount of principal which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7will be prepaid (the “Prepaid Principal”), and (c) the date on which the prepayment will be made; (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such each prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples 1,000,000 or more (unless the prepayment retires the outstanding balance of $100,000, not less than three Eurocurrency Business Days' notice thereof a Warehouse Advance with respect to a particular Pledged Asset or the Loan in full); and (iii) each prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate the amount of $5,000,000 and in integral multiples 100% of $500,000the Prepaid Principal, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all plus accrued unpaid interest thereon to the date of payment on such Loan or portion thereof so prepaid and all amounts owing prepayment, plus any other Obligations relating specifically to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan Prepaid Principal or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall which otherwise have become due and payable to the Agent and Lenders under the Loan Documents on or before the specified datedate of prepayment but have not been paid. (c) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any The Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith be obligated to pay to the BanksAgent on behalf of the Lenders, without demandthe necessity of prior demand or Notice from the Agent or any Lender, an amount not less than and the Borrower authorizes the Agent on behalf of the Lenders to charge the Operating Account or any other accounts of the Borrower in Agent’s possession for the amount of such excess for application to any outstanding Advance against a specific Pledged Asset upon the outstanding principal amount earliest occurrence of any of the Loans, provided that if any such prepayment would be in excess following events: 1. Upon the earlier to occur of (x) the payment of the outstanding amount Committed Purchase Price from an Investor with respect to any Pledged Asset or (y) that date which is ninety (90) days from the date of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount funding of such excess which is greater than the outstanding Loans and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent.Advance; (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d). (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period2. On the date of each such continuation, an Advance was made if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined Pledged Loan that was to have been funded by the Borrowers, in an amount such that the outstanding principal amount of all Advances does Advance is not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any.closed and funded; 3. Three

Principal Payments. (a) Unless earlier payment is required under this AgreementOn each Payment Date, the Borrowers Collateral Agent shall pay (as directed pursuant to the Banks on first paragraph of this Section 2.04Section 2.04) transfer Principal Collections held by the Termination Account Bank in the Collection Account, in accordance with the Collateral Manager Report (and excluding any Principal Collections that will be used to settle binding commitments entered into prior to the related Determination Date for the entire outstanding principal amount purchase of Eligible Collateral Assets), to the following Persons in the following amounts, calculated as of the Loans.Determination Date immediately preceding any Payment Date, and priority (the “Principal Collection Waterfall”): (b) The Borrowers may at any time and from time to time prepay all or a portion of the Loans without premium or penalty, provided that (i) a Borrower may to pay amounts due under paragraphs (i)(i) through (xi)(xi) of the Interest Collection Waterfall, to the extent not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7paid thereunder, and in the same priority specified therein; (ii) unless earlier during the Amortization Period, (A) if the Diversity Score on the related Determination Date is lower than 12, all available funds to pay principal of the Advances of each Lender (based on each Lender’s Pro Rata Share) until the Advances are paid in full; or (B) if the Diversity Score on the related Determination Date is 12 or higher (1) if any Borrowing Base Deficiency exists on such Payment Date or the Effective Advance Rate determined on such Payment Date would be higher than 50.0%, all available funds to pay principal of the Advances of each Lender (based on each Lender’s Pro Rata Share) until no Borrowing Base Deficiency exists and the Effective Advance Rate determined on such Payment Date would be equal to 50.0% or (2) so long as no Unmatured Event of Default, Event of Default or Collateral Manager Termination Event has occurred and is continuing and such payment is required under this Agreement would not result in any Borrowing Base Deficiency or unless result in the Effective Advance Rate determined on such Payment Date being higher than 50.0%, (x) 20% of any remaining amount, to the Borrower, which amounts may be distributed to the Equityholder and (y) 80% of such remaining amount to pay principal of the Advances of each Lender (based on each Lender’s Pro Rata Share) until the Advances are paid in full; provided that if the amount on deposit in the Unfunded Reserve Account equals or exceeds the amount of outstanding Advances, the Borrower pays all (or the Collateral Manager on its behalf) may elect to withdraw such amounts required from the Unfunded Reserve Account and repay the Advances pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and this paragraph (ii)(ii); (iii) such prepayment shall only be permitted if a Borrower shall have given to the payment of any Administrative Expenses, to the extent not less than one Business Days' notice thereof paid pursuant to paragraph (i)(i); (iv) to pay amounts due under paragraphs (xii)(xii) and (xiii)(xiii) of such prepayment with respect the Interest Collection Waterfall to prepayment the extent not paid thereunder; (v) during the Reinvestment Period, at the discretion of Floating Rate Loans which the Collateral Manager, all remaining amounts shall be in a minimum aggregate amount allocated to any one or more of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid following payments: (1) to the Banks, together with such prepayment applicable Principal Collection Account for the purchase of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. (c) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans additional Collateral Assets and the Company hereby grants to funding of Delayed Draw Collateral Assets and Revolving Collateral Assets, (2) for deposit into the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower Unfunded Reserve Account or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuancethe Ramp-Up Period, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of paymentsBorrower or its designee, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce which amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall may be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect distributed to the reduction Equityholder so long as the Concentration Limitations and Collateral Quality Tests are satisfied and no Unmatured Event of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans Default or Event of Default or Collateral Manager Termination Event has occurred and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d).is continuing or would result therefrom; and (evi) Ifduring the Amortization Period so long as no Unmatured Event of Default, pursuant to Section 2.7Event of Default or Collateral Manager Termination Event has occurred and is continuing or would result therefrom, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e)or its designee, the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all which amounts owing may be distributed to the Banks under Section 3.9 in connection therewith, if anyEquityholder.

Principal Payments. (a) Unless earlier payment is required under this AgreementCommencing on the last Business Day of December, 2015 and the last Business Day of each calendar quarter thereafter, Borrowers shall pay make a repayment of principal of the Loan in an amount equal to One Million Two Hundred Thousand Dollars ($1,200,000) (each an “Amortization Payment”); provided, however, that the amount of any Amortization Payment required pursuant to this Section 1.8(a) to be paid from or after the date that any Unit Net Sales Proceeds, or any other sums relating to the Banks on release of Collateral, are paid to Administrative Agent for application as a prepayment of the Termination Date outstanding principal balance of the entire Loan shall be reduced by an amount equal the product of (i) the amount of such Amortization Payment otherwise due hereunder (including any prior reduction pursuant to this proviso) multiplied by (ii) a fraction the numerator of which is the amount of said Unit Net Sales Proceeds or such other sum applied to the outstanding principal balance of the Loan and the denominator of which is $190,000,000. Any such repayments shall be made together with the payment of all amounts that become due as a result of any such repayment pursuant to the Loan Documents. Other than reduced as aforesaid, no Amortization Payment shall be otherwise reduced notwithstanding any repayments or prepayments of principal of the Loan made by Borrowers or otherwise other than any prepayment in full or which reduces the outstanding principal amount of the LoansLoan to an amount less than the Amortization Payment, in which case only the outstanding principal amount of the Loan shall be due. (b) The Borrowers shall prepay the principal balance of the Loan as, when and to the extent required or permitted pursuant to Section 2.32(d), Section 2.32(e), Section 1.17.1(f) or (h), Section 1.17.2(f) or (g), Section 1.18 or Section 7.3 or Section 2.1(e) of the Mortgage. No Prepayment Fee shall be due in connection with any prepayment made pursuant to this Section 1.8(b). (c) Except as required in Section 1.8(b) or permitted in Sections 7.3, 7.7 or 7.8, Borrowers may not prepay the principal balance of the Loan, in full or in part, prior to March 13, 2014. After March 13, 2014, Borrowers may prepay the principal balance of the Loan, in full at any time and or in part from time to time prepay all or provided that: (a) Administrative Agent shall have received from Borrowers at least ten (10) Business Days prior written notice (which shall be revocable until the date that is the fourth (4th) Business Day preceding the prepayment date set forth in Borrowers’ notice; provided, however, that any notice given in connection with a portion proposed repayment in full of the Loans without premium principal balance of the Loan from the proceeds of a refinancing loan or penaltyin part in connection with the sale of Residential Units, provided that Presidential Suite 2601 or Time Share Floors shall be revocable at any time) of Borrowers’ intent to prepay, the amount of principal which will be prepaid (ithe “Prepaid Principal”), and the date on which the prepayment will be made; (b) each prepayment shall be in the amount of at least $500,000 or larger integral multiples of $500,000 (unless the prepayment retires the outstanding balance of the Loan in full or the prepayment is made pursuant to Sections 7.3, 7.7 or 7.8); (c) each prepayment shall be in the amount of one hundred percent (100%) of the Prepaid Principal, plus accrued unpaid interest thereon to the date of prepayment, plus any other sums which have become due to Administrative Agent and Lenders under the Loan Documents on or before the date of prepayment but have not been paid; (d) unless the prepayment is made pursuant to Sections 7.3, 7.7 or 7.8), if the date of prepayment occurs during the period commencing on March 14, 2014 and ending on the Initial Maturity Date, concurrently with such prepayment, Borrowers shall pay to Administrative Agent a Borrower may not prepay any portion prepayment fee (the “Prepayment Fee”) in an amount equal to one-half of one percent (0.50%) of the Prepaid Principal; (e) concurrently with such prepayment, Borrowers shall cause a reduction in the notional amount of any Loan as to which an election for continuation of or conversion to Interest Rate Protection Agreement that is a Eurocurrency Rate Loan is pending pursuant to Section 2.7swap agreement, and deliver proof thereof to Administrative Agent; (iif) unless earlier payment if Administrative Agent or any affiliate thereof is required under this Agreement the Counterparty to such Interest Rate Protection Agreement, concurrently with such prepayment, Borrowers shall pay to Administrative Agent or unless Borrower pays any affiliate thereof all amounts required pursuant sums payable to Section 3.9it on account of such reduction; (g) if the Loan bears interest at the LIBOR Rate, any Eurocurrency Rate Loan no such prepayment may only be prepaid made except on the last day of the then current Interest Period with respect then in effect, unless the prior written consent of Administrative Agent is obtained which consent, if given, shall provide, without limitation, the manner and order in which the prepayment is to such Loan be applied to the Indebtedness; and (iiih) such prepayment Borrowers shall only be permitted if pay any Consequential Loss as a Borrower shall have given not less than one Business Days' notice thereof result of such prepayment in accordance with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Eurocurrency Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date1.9 below. (c) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitments or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans, provided that if any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall deliver cash collateral to the Agent to secure the outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans and the Company hereby grants to the Agent, for the benefit of the Issuing Bank and the Banks, a first priority lien and security interest in such collateral, and all such cash collateral shall be under the sole and exclusive control of the Agent. (d) Upon the consummation of any Capital Markets Issuance by any Borrower or any Subsidiary thereof, within three (3) Business Days after such Borrower's or such Subsidiary's receipt of any Net Cash Proceeds from such Capital Markets Issuance, the Borrowers shall make a mandatory prepayment of the Bank Obligations outstanding under this Agreement, subject to the following provisions governing the application of payments, in an amount equal to fifty percent (50%) of such Net Cash Proceeds; provided, however, that if the remaining fifty percent (50%) of such Net Cash Proceeds are not simultaneously applied to reduce amounts outstanding under the Short-Term Credit Agreement, then the amount of the mandatory prepayment under this Section 3.1(d) shall equal 100% of such Net Cash Proceeds. Each mandatory prepayment required by this Section 3.1(d) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be applied to repay Revolving Credit Loans and shall reduce the Aggregate Commitment; provided, however, that notwithstanding the aggregate amount of such Designated Prepayments, the Aggregate Commitment shall not be reduced below $250,000,000. Following the payment in full of the Revolving Credit Loans, the amount of each Designated Prepayment shall be applied as cash collateral for obligations owing in connection with Letters of Credit. With respect to the reduction of the Revolving Credit Loans on any date, Designated Prepayments shall first be applied to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. No payment under Section 3.9 shall be required in connection with a repayment of Bank Obligations under this Section 3.1(d). (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any.