THE BORROWER (X) TO
MAKE A VOLUNTARY PREPAYMENT OF RF LOANS PURSUANT TO, AND IN ACCORDANCE WITH THE
REQUIREMENTS OF, SECTION 3.01 IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE
AGGREGATE PRINCIPAL AMOUNT OF RF LOANS ACTUALLY INCURRED BY THE BORROWER TO
FINANCE A PERMITTED ACQUISITION AND/OR (Y) TO REDEEM AND/OR REFINANCE PERMITTED
SENIOR UNSECURED NOTES AND/OR PERMITTED JUNIOR CAPITAL IN AN AMOUNT EQUAL TO THE
PRINCIPAL AMOUNT OR AGGREGATE LIQUIDATION PREFERENCE OF OR THE NET CASH PROCEEDS
FROM, AS THE CASE MAY BE, THE PERMITTED SENIOR UNSECURED NOTES OR PERMITTED
JUNIOR CAPITAL, AS THE CASE MAY BE, ACTUALLY ISSUED TO FINANCE PERMITTED
ACQUISITION(S) OR PERMITTED ACQUISITIONS (AND PAY RELATED ACCRUED INTEREST AND
DIVIDENDS THEREON, IF ANY), IN ANY SUCH CASE WITHIN THE 364-DAY PERIOD PRIOR
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TO SUCH ISSUANCE OF PERMITTED SENIOR UNSECURED NOTES OR PERMITTED JUNIOR
CAPITAL, AS THE CASE MAY BE, AND (VI) THE BORROWER SHALL HAVE FURNISHED TO THE
ADMINISTRATIVE AGENT A CERTIFICATE FROM AN AUTHORIZED OFFICER CERTIFYING AS TO
COMPLIANCE WITH THE REQUIREMENTS OF PRECEDING CLAUSES (I), (II), (III), (IV) AND
(V) AND CONTAINING THE CALCULATIONS REQUIRED BY PRECEDING CLAUSES (II), (III)
AND (IV), AS APPLICABLE.
(D)
ON THE REINVESTMENT PREPAYMENT DATE WITH RESPECT TO A REINVESTMENT
ELECTION, AN AMOUNT EQUAL TO THE REINVESTMENT PREPAYMENT AMOUNT, IF ANY, FOR
SUCH REINVESTMENT ELECTION SHALL BE APPLIED AS A REPAYMENT OF THE PRINCIPAL
AMOUNT OF THE THEN OUTSTANDING B TERM LOANS.
(E)
ON THE DATE OF DELIVERY OF EACH QUARTERLY COMPLIANCE CERTIFICATE
PURSUANT TO SECTION 6.01(E) DEMONSTRATING THAT THE LEVERAGE RATIO AS AT THE LAST
DAY OF THE FISCAL QUARTER OF THE BORROWER COVERED BY SUCH QUARTERLY COMPLIANCE
CERTIFICATE IS GREATER THAN 5.00:1.00 (OR, IF THE BORROWER SHALL HAVE FAILED TO
DELIVER A QUARTERLY COMPLIANCE CERTIFICATE AS REQUIRED BY SECTION 6.01(E) WITH
RESPECT TO ANY FISCAL QUARTER OF THE BORROWER, ON THE DATE OF THE REQUIRED
DELIVERY OF A QUARTERLY COMPLIANCE CERTIFICATE FOR SUCH FISCAL QUARTER PURSUANT
TO SAID SECTION), AN AMOUNT EQUAL TO 50% OF THE INCREASE, IF ANY, IN CUMULATIVE
DISTRIBUTABLE CASH DURING SUCH FISCAL QUARTER SHALL BE APPLIED AS A MANDATORY
REPAYMENT OF PRINCIPAL OF THE THEN OUTSTANDING B TERM LOANS; PROVIDED THAT, SO
LONG AS (X) NO DEFAULT OR EVENT OF DEFAULT EXISTS AT THE TIME OF THE REQUIRED
MANDATORY REPAYMENT PURSUANT TO THIS CLAUSE (E) AND (Y) NO DIVIDEND SUSPENSION
PERIOD EXISTED DURING THE FISCAL QUARTER OF THE BORROWER ENDED IMMEDIATELY PRIOR
TO SUCH FISCAL QUARTER, THE BORROWER SHALL NOT BE SO REQUIRED TO REPAY B TERM
LOANS AS OTHERWISE REQUIRED BY THIS CLAUSE (E); PROVIDED HOWEVER, THAT IF THE
BORROWER IS SUBSEQUENTLY PROHIBITED FROM PAYING DIVIDENDS ON THE BORROWER COMMON
STOCK DURING THE FISCAL QUARTER OF THE BORROWER IMMEDIATELY SUCCEEDING SUCH
FISCAL QUARTER AS A RESULT OF THE EXISTENCE OF A DIVIDEND SUSPENSION PERIOD, A
DEFAULT OR AN EVENT OF DEFAULT, A MANDATORY REPAYMENT OF B TERM LOANS SHALL BE
REQUIRED WITHIN 60 DAYS AFTER THE LAST DAY OF SUCH IMMEDIATELY SUCCEEDING FISCAL
QUARTER IN THE AMOUNT ORIGINALLY REQUIRED BY